How long you have to claim an unpaid invoice in China (诉讼时效)

Under Chinese law, an unpaid invoice can be claimed for 3 years, or 4 years under a contract for the international sale of goods (诉讼时效). The period restarts in full whenever the seller demands payment or the buyer agrees to pay. A clause changing the period is void, and a court will not raise expiry itself.

A Chinese distributor or customer is months behind on an invoice, the relationship is still worth keeping, and nobody wants to talk about a claim yet. The waiting has a cost that is easy to miss. Every month of polite silence uses up a period that, once it ends, gives the buyer a complete answer to the debt. For goods sold across the border into China, that period is 4 years, not the usual 3. A reminder you send yourself starts it again from zero, which English law does not allow.^⁠[1,2,3]

How long do I have to claim an unpaid invoice from a Chinese customer?

Three years, unless a law sets a different period. The clock starts on the day you knew, or should have known, both that you had not been paid and who owed the money (Civil Code, Article 188).^⁠[1] For an invoice with a due date, that is usually when the due date passes unpaid. Two contract types get 4 years: the international sale of goods, and technology import and export.^⁠[2]

Situation	Time limit	Counted from
A contract claim in general, including services	3 years	The day you knew or should have known of the non-payment and who owed it
A contract for the international sale of goods	4 years	The same day
A technology import or export contract	4 years	The same day
One debt the parties agreed to pay in instalments	As above	The due date of the last instalment
Any claim, however the period has been extended	20 years at most	The day of the loss, unless a court extends it on application in special circumstances

Which row a particular contract falls in depends on what it actually covers. Goods shipped from abroad to a buyer in China are the usual case of an international sale. A software licence is a technology contract only if it is a technology import, which is covered in selling software licences to China. Where a contract mixes goods and services, the category is a question about that contract.

Does sending a reminder stop the clock?

It does more than stop it. Under Chinese law the period starts again in full on any of three events: you demand payment, the buyer agrees to pay, or you file a claim in court or arbitration (Article 195).^⁠[1] Each demand buys a fresh period. Nothing in the article limits how many times it can happen.

English law works the other way round. A reminder from the creditor changes nothing. The period of 6 years restarts only when the debtor acknowledges the debt in writing, signed, or makes a payment.^⁠[3] A seller used to English law can lose track of a Chinese claim by assuming its own letters do not count. A seller used to Chinese law can lose an English claim by assuming they do.

A demand counts once it reaches the buyer. Sent by letter or email, it also counts if it should have reached the buyer. Handed over in person, it counts once the buyer signs or seals it, or once its arrival can be shown another way (Supreme People’s Court Provisions on limitation, Article 8).^⁠[4] The letter, the email and the record of sending and delivery are what a court or tribunal will be shown, so they belong in the same file as the invoice.

Our distributor has offered a payment plan. When does the time run out?

The period is counted afresh from the day the distributor agrees to pay. A payment plan counts as agreeing, and so do a part payment and a request for more time.^⁠[4] Take a Dutch maker of bicycle lights whose distributor in Ningbo owes EUR 48,000 on an invoice due 15 March 2024. The distribution contract is governed by Chinese law and covers goods shipped from the Netherlands, so the 4-year period applies. Left alone, it runs out in March 2028.^⁠[2]

1. On 2 September 2025 the brand emails a formal demand for the EUR 48,000. The period starts again and now runs to September 2029.^⁠[1]
2. On 1 February 2026 the distributor signs and seals a plan to pay in four instalments. That is the buyer agreeing to pay, so the period starts again from 1 February 2026 and runs to February 2030.^⁠[1,4]
3. The distributor pays two instalments, the second on 1 June 2026, and stops. A part payment also counts as agreeing to pay, so the period now runs to June 2030.^⁠[4] Each new demand restarts the clock.

Whether a plan binds the distributor depends on who signed and sealed it for the company, which is covered in what a company chop is and why it outranks a signature. The meeting where a plan is agreed is also where its terms get set: the instalment dates, what happens if one is missed, and the interest. Negotiation support sits in that meeting on your side.

Our contract says English law applies. Which time limit counts?

The one in the governing law. Chinese law sends the time limit for a foreign-related claim to whatever law governs the relationship, and for a contract that is the law the parties chose (Choice of Law Act, Article 7).^⁠[5] So a Chinese court or tribunal hearing a claim under a contract governed by English law applies the English 6 years and the English rules on restarting it.

	Chinese law	English law
Period	3 years; 4 for the international sale of goods	6 years
The creditor’s demand	Restarts the period in full	No effect
The debtor agrees to pay	Restarts the period in full	Restarts it if in writing and signed, or if a payment is made
The debtor agrees to pay after expiry	The debtor can no longer rely on expiry	A barred claim is not revived

If the contract chose no law, a Chinese court applies the law of the place where the party whose performance characterises the contract habitually resides, or another law more closely connected to it.^⁠[5] The limitation period then follows that law.

Can we agree a longer period in the contract?

Not under Chinese law. The length of the period, how it is counted, and what suspends or restarts it are fixed by law, and an agreement on any of them is void (Article 197). A promise by the buyer in advance never to rely on the time limit is void as well.^⁠[1] The buyer can give that defence up only after the period has ended, which the next section covers.

What a contract can do is shape the events the law counts. Clear due dates fix when the clock starts. Agreed addresses for notices make it easier to show that a demand reached the buyer, or should have. A contract commercial review reads those terms beside the payment clause before signing.

What happens if the time runs out?

The debt still exists, but the buyer can refuse to pay it and a court will uphold the refusal. The buyer has to raise it: a Chinese court may not apply the time limit of its own motion (Article 193).^⁠[1] Arbitration runs on the same rules, under the Arbitration Law as revised in 2025.^⁠[1,6]

Two rules then favour the seller. A buyer that agrees to pay after the period has ended can no longer rely on it. A buyer that pays voluntarily cannot ask for the money back.^⁠[1] English law treats the first case differently: once a claim is barred, no later acknowledgment or payment revives it.^⁠[3]

We won. Is there another deadline?

Yes, and it is shorter. An application to enforce a Chinese judgment or award is due within 2 years, counted from the last day it allows for payment. It can be suspended and restarted on the same grounds as the limitation period.^⁠[7] What each route costs, and how a foreign award or judgment reaches assets in China, is in arbitration or a Chinese court. The documents a foreign company sends to sue there are in what a Chinese court needs notarised and apostilled from abroad.

Before any of that, the decision is commercial: chase, agree a plan, or claim, and on which date. A commercial advice letter sets out the options for one unpaid account, with the dates each one depends on.

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