Statute of Limitations on Unpaid Invoices: How Long You Have to Collect, by State

In most US states a business has between three and ten years to bring a claim on an unpaid invoice backed by a written contract, with four to six years being the most common range. The clock normally starts on the date payment was due or the date of the last payment, whichever is later. Two things override the general rule often enough to matter: if you sold goods rather than services, the Uniform Commercial Code sets a four-year limit in almost every state, and if your customer is an individual consumer rather than a business, several states apply a much shorter consumer-specific period. The practical point sits underneath all of it. The legal window is measured in years, but the window where the invoice is genuinely collectible is measured in months.

How long do you have to collect an unpaid invoice?

The statute of limitations on an unpaid invoice is set by state law, not federal law, and it is the deadline for filing a lawsuit rather than a deadline for asking to be paid. Once it expires you can still request payment, but you lose the ability to enforce the debt in court, which in practice removes most of your leverage.

Which period applies depends on how the deal was documented:

• Written contract: the longest window, commonly four to six years, sometimes ten. A signed agreement, a purchase order, or a signed statement of work usually qualifies.
• Open account: an ongoing running balance between two businesses with no single signed contract. Often shorter than the written contract period.
• Oral agreement: the shortest window in most states, frequently two to four years, and by far the hardest to prove.

An invoice on its own is not usually a contract. It is evidence of one. What determines your window is the underlying agreement the invoice documents, which is why a signed quote or an accepted written proposal is worth so much more than an emailed invoice with no paper behind it.

Statute of limitations on unpaid invoices by state

These are the general limitation periods for breach of a written contract and for oral agreements. Treat them as a starting point rather than a legal conclusion, because states amend these statutes, and specific claim types (sales of goods, consumer credit, construction) can be governed by a different one entirely.

Two footnotes worth reading before you rely on a row. New York is the clearest example of the consumer split: general breach of contract claims run six years under CPLR 213(2), which is what applies to a normal commercial invoice, but claims arising out of a consumer credit transaction were cut to three years by CPLR 214-i, effective April 7, 2022. Ohio has moved twice in recent years, so if your claim is old, check which version of the statute applies to a contract entered on your date.

This is information, not legal advice. Before you decide an invoice is dead or still alive, confirm the current statute with a business attorney in the state whose law governs the contract.

Is there a different statute of limitations on invoices for goods?

Yes, and it catches out more businesses than any other rule here. Article 2 of the Uniform Commercial Code, adopted in some form by every state except Louisiana, sets a four-year limitation period for breach of a contract for the sale of goods, running from the date of the breach. Where the UCC applies, it generally displaces the state's longer general written-contract period.

So a distributor in Illinois that assumes it has ten years on an unpaid invoice may actually have four, because it sold goods rather than services. If you sell products, plan around four years and not around the number in the table above. Mixed contracts, where you supplied both a product and substantial services, get decided by which part predominates, and that is genuinely a question for a lawyer.

When does the clock start on an unpaid invoice?

The limitation period generally starts on the date of the breach, which for an invoice means the day after payment was due under your agreed terms. Not the invoice date, not the date you sent the first reminder, and not the date you gave up chasing.

Two wrinkles change that date more often than people expect. On an open account with an ongoing running balance, many states start the clock from the date of the last transaction or last payment on the account rather than from each individual invoice. And if your contract sets its own payment trigger, for example net 30 from acceptance rather than from delivery, the due date follows the contract.

The reason this matters operationally: if you cannot say with confidence what date an invoice became due, you cannot say whether it is still enforceable. That is an argument for having every unpaid invoice and its terms in one structured list rather than scattered across PDFs, and if yours are sitting in a folder of emailed PDFs it is worth the hour to pull the line items and dates off every invoice into a spreadsheet before you try to work out which ones are still worth pursuing.

What restarts the statute of limitations on an invoice?

In most states the clock can be reset, and three things commonly do it: a partial payment on the debt, a written acknowledgment that the debt is owed, or a new written promise or payment agreement covering it. Once the clock restarts, the full limitation period generally begins again from that date.

This cuts both ways and you should know which side you are on.

• For you as the creditor, it is a tool. A signed payment plan on a three-year-old invoice does not just structure the repayment, in many states it revives the enforceability of the whole balance. This is one concrete reason to always get a payment agreement in writing rather than accepting a verbal arrangement.
• For a debtor, it is a trap they may not know about. A small good-faith payment on an old account can reopen a window that had nearly closed.

The specific rules on what counts as an acknowledgment vary by state, and some require a signed writing. Do not assume a friendly email counts, and do not assume it does not.

Why the legal deadline is the wrong deadline to plan around

Here is the part that most articles on this topic leave out. Knowing you have six years to sue is close to useless as a management fact, because the money stops being recoverable long before the law stops letting you chase it.

The industry pattern is consistent and unforgiving. Invoices worked while they are under 90 days past due recover at roughly 70% or better. Past 180 days, recovery frequently drops below 15%. The curve is driven by things the statute of limitations has nothing to do with: the person who authorized the work leaves, the project goes cold, the business gets into real trouble, the paper trail goes stale, and your own team stops believing the account is collectible.

So the deadline that should govern your process is not year four or year six. It is roughly day 90, the point at which an invoice either moves to a formal demand and possible placement or quietly becomes bad debt. If you want the mechanics of that curve and what to do at each bucket, our guide to the accounts receivable aging report maps the action to each 30-day band.

What to do with an invoice approaching the limit

If you have an old invoice and you have just worked out that the window is closing, there is a sensible order of operations.

1. Establish the exact date the clock started and how much time is left, using the contract terms and the last payment or transaction date.
2. Assemble the file: the signed agreement or accepted proposal, the invoice, proof of delivery or acceptance, every payment received, and your full contact history. A documented contact log is worth more than most people realize.
3. Send a formal written demand with a specific deadline. Use a proper demand letter for payment rather than another reminder email. If it produces a signed payment agreement, in many states you have also reset the clock.
4. Decide between placement and court while you still have runway. A collection agency will typically take 25% to 50% of what it recovers, and small claims court for unpaid invoices is realistic only up to your state's dollar limit.
5. Talk to a lawyer if the amount justifies it, especially where the limitation date is close or the goods-versus-services question is unclear. Filing one day late ends the claim entirely.

The better answer, for next year rather than this one, is to stop producing invoices that ever get near a limitation question. Almost every debt that reaches year three did so because nothing happened between day 30 and day 120. A consistent chasing sequence that starts before the due date and escalates on a schedule turns most of those into ordinary late payments. That is the job our accounts receivable software does, and it is why the flat-fee approach beats handing a quarter of the balance to an agency after the fact.

The short version

Most US businesses have four to six years to sue on an unpaid invoice with a written contract behind it, three to ten years at the extremes, four years in most states if you sold goods, and less than that if your customer is a consumer in a state with a specific carve-out. The clock usually starts the day after payment was due and can restart on a partial payment or a written acknowledgment. None of that should shape your collections calendar, because the invoice is economically dead years before it is legally dead. Work it at day 30, not year three.