Author:

• Nguyen Huyen Anh – Senior Lawyer
• Nguyen Khanh Duy – Paralegal

In commercial activities, contracts serve as an important legal basis that records the rights and obligations of the parties during their business cooperation. However, in practice, disputes arising from commercial contracts are often unavoidable when one party fails to perform or improperly performs the obligations it has committed to. In such circumstances, determining the statute of limitations for initiating a lawsuit is particularly important, as this is the period prescribed by law during which a party has the right to request the Court or Arbitration to resolve the dispute in order to protect its lawful rights and interests. If the right to initiate legal proceedings is not exercised within this time limit, the entitled party may face the risk of losing the right to request a competent authority to settle the case. Therefore, a clear understanding of the legal provisions on the statute of limitations in commercial contract disputes is necessary for enterprises to proactively safeguard their rights and interests in business activities.

1. What is the statute of limitations for initiating a lawsuit?

According to civil law regulations, the statute of limitations for initiating a lawsuit is the period during which a party has the right to file a claim with the Court requesting the resolution of a case in order to protect its infringed lawful rights and interests. Once this period expires, in principle, the party will lose the right to request the Court to resolve the case, except for certain special circumstances where the law provides that the statute of limitations does not apply.

This can be understood as follows:

• Within the limitation period: The enterprise has the right to file a lawsuit with the Court to request the resolution of a dispute, for example, requesting payment of outstanding debts under a contract.
• After the limitation period expires: The enterprise may no longer have the right to request the Court to resolve the case in order to protect its interests.

However, pursuant to Article 184 of the Civil Procedure Code 2015 and Article 149 of the Civil Code 2015, the Court shall only apply the statute of limitations upon the request of one of the involved parties. This means that:

• The enterprise may still file a lawsuit even after the statute of limitations has expired;
• The Court may still accept the case under normal procedures;
• If the other party does not request the application of the statute of limitations, the Court will continue to resolve the case;
• Only when a party requests the application of the statute of limitations before the first-instance Court issues its judgment or decision, and the Court determines that the limitation period has expired, may the Court issue a decision to suspend the resolution of the case.

Therefore, although the law allows a lawsuit to be filed in such circumstances, the enterprise may still face the risk that the Court will suspend the resolution of the case if the other party requests the application of the statute of limitations.

2. What is the statute of limitations for commercial disputes?

Pursuant to Article 319 of the Commercial Law 2005, the statute of limitations applicable to commercial disputes is two years from the time when the lawful rights and interests are infringed, except for the following case: “After a complaint has been made, if a logistics service provider does not receive a notice of legal proceedings at Arbitration or the Court within nine months from the date of delivery of the goods, the claim will no longer be accepted.”

3. Cases Where the Statute of Limitations Is Not Counted, Restarted, or Not Applicable

Periods not counted toward the statute of limitations:

Pursuant to Article 156 of the Civil Code 2015, in certain circumstances, the period during which such events occur shall not be counted toward the statute of limitations for initiating a lawsuit. These circumstances include:

(i) The occurrence of a force majeure event or an objective obstacle that prevents a party from initiating a lawsuit within the statutory time limit.

A force majeure event is an event that occurs objectively, cannot be foreseen, and cannot be remedied despite the application of all necessary measures and available capabilities.

An objective obstacle refers to obstacles caused by objective circumstances that prevent a person with civil rights or obligations from knowing that their lawful rights and interests have been infringed, or from exercising their civil rights and obligations.

(ii) The person having the right to initiate a lawsuit does not yet have a representative in cases where representation is required.

(iii) The representative of the person having the right to initiate a lawsuit dies or ceases to exist (in the case where the representative is a legal entity), or the representative cannot continue the representation for legitimate reasons and no replacement representative has been appointed.

In these cases, the statute of limitations will continue to run after the event preventing the initiation of the lawsuit has ceased.

Cases where the statute of limitations is restarted:

Pursuant to Article 157 of the Civil Code 2015, the statute of limitations for initiating a lawsuit shall restart in the following three cases:

(i) The obligor acknowledges part or all of its obligations toward the claimant;

(ii) The obligor performs part of its obligations toward the claimant toward the claimant;

(iii) The parties have conducted a self-settlement or reconciliation with each other.

Cases where the statute of limitations does not apply:

Pursuant to Article 155 of the Civil Code 2015, the statute of limitations shall not apply in the following cases:

(i) Claims for the protection of personal rights not associated with property.

(ii) Claims for the protection of ownership rights, except where the Civil Code or other relevant laws provide otherwise.

(iii) Disputes over land use rights in accordance with the Land Law.

(iv) Other cases as prescribed by law.

However, the above claims are usually found in civil disputes such as marriage and family, inheritance, labor, or land disputes, rather than commercial disputes between traders. Nevertheless, depending on the content and nature of each case, disputes between traders are not always classified as commercial disputes and, in certain circumstances, may still be considered civil disputes.

A typical example is reflected in Case Law No. 81/2025/AL. According to this case law, when a service provider has fulfilled its obligation to provide services as agreed, while the service user has acknowledged the payment obligation but still fails to perform such obligation, a claim requesting payment for the service fee may be determined by the Court as a civil dispute concerning the recovery of property.

In this case, the claim is considered a request to protect ownership rights under Clause 2, Article 155 of the Civil Code 2015. Therefore, the dispute will not be subject to the statute of limitations.

This case law demonstrates that, in certain circumstances, determining the legal nature of the claim may directly affect the application of the statute of limitations. Accordingly, when disputes arise relating to payment obligations under service contracts, enterprises should carefully consider the nature of the claim in order to assess the possibility of applying the relevant rules on the statute of limitations.

4. Managing Risks Related to the Statute of Limitations for Enterprises

In cases where an enterprise realizes that the statute of limitations for initiating a lawsuit is about to expire and assesses that negotiation between the parties is not truly effective, the enterprise should promptly take measures to reset or extend the limitation period, or initiate legal proceedings in a timely manner. This helps ensure that the right to file a lawsuit before the Court remains valid when necessary.

Some measures commonly applied in practice include:

• Requesting the other party to reconfirm the outstanding debt;
• Preparing a new debt reconciliation record;
• Obtaining a written commitment for payment or an extension of the obligation from the obligor.

These documents may become extremely important grounds for determining the time when the obligation arises again, thereby affecting the calculation of the statute of limitations.

In addition, to control risks related to the statute of limitations, enterprises may implement several other measures such as periodically reviewing documents and records, and retaining evidence of communications through messages, emails, meeting minutes, or any other documents related to the transaction. These materials are also considered important bases for calculating the statute of limitations.

The statute of limitations is a key legal factor in resolving contractual disputes, particularly in commercial disputes related to debts arising from business activities. Regularly reviewing outstanding debts, maintaining complete documentation, and timely identifying the statute of limitations will help enterprises minimize legal risks and become more proactive in protecting their legitimate rights and interests.

The above provides several basic analyses of the statute of limitations in contract disputes. If an enterprise encounters difficulties in assessing the statute of limitations for outstanding debts, it may provide the relevant documents for CDLAF’s lawyers to review and advise on appropriate handling solutions.

Time of writing: 16/03/2026

The article contains general information which is of reference value, in case you want to receive legal opinions on issues you need clarification on, please get in touch with our Lawyer  at  info@cdlaf.vn

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• Applying the force majeure clause to exempt liability under the contract
• Conditions for Granting a License for Establishment of a Representative Office of Foreign Traders in Vietnam
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