Short answer: Commercial contract disputes in Vietnam are subject to a 2-year statute of limitations under Article 319 of the Commercial Law 36/2005/QH11. But the “2 years” figure is only right if you avoid the three traps businesses fall into most: confusing the complaint deadline (Article 318) with the limitation period; wrongly applying the “3-year” rule of Article 429 of the Civil Code (civil contracts only); and overlooking special regimes (maritime, insurance, logistics). This article unpacks each trap, with accrual points and a rights-preservation checklist for in-house counsel.
1. The 2-year rule and how the clock starts
Article 319 of the Commercial Law 36/2005/QH11 (consolidated VBHN 03/VBHN-VPQH 2017, in force) provides: the statute of limitations for commercial disputes is 2 years from the moment the lawful rights and interests are infringed. In contract practice, this typically means:
- Late payment: from the contractual payment due date that the buyer missed;
- Non-conforming goods (quality/quantity): from when the buyer discovered (or should have discovered) the breach — noting the duty to inspect goods and notify promptly;
- Warranty breach: from when the warranty period expired without remedy, or from the refusal to honor the warranty.
The key: time runs from the “rights infringed” moment, not from the contract signing date. A contract signed in 2022 but breached in March 2025 starts the clock in March 2025.
2. Trap 1: Confusing the complaint deadline (Art. 318) with the limitation period (Art. 319)
Article 318 of the Commercial Law sets complaint deadlines: 3 months (complaints on quantity/quality of goods), 6 months (other breaches), 9 months (where a warranty applies). This is the deadline for the aggrieved party to complain to the breaching party — entirely different from the 2-year period to sue before a court or arbitral tribunal.
The cost of confusion: many businesses think “past 3/6 months means we lost the right to sue” — wrong. Missing the complaint deadline may forfeit the right to complain, but the right to sue within 2 years remains (unless the contract says otherwise). Conversely, do not rely on the 2 years and skip timely complaints — a prompt complaint is critical evidence in litigation.
3. Trap 2: Wrongly applying the “3-year” Civil Code rule
Article 429 of the 2015 Civil Code sets a 3-year limitation for contract claims — but only for civil contracts (transactions between individuals not for profit). For commercial contracts (at least one party a trader, for profit), the period is 2 years under Article 319 of the Commercial Law — the specialized statute prevails.
In practice the “commercial vs. civil” line is not always bright: contracts between companies and small individual businesses, service contracts with consumer elements… Mischaracterizing the contract can throw your limitation calculation off by a full year — enough to lose the right to sue. Where a commercial element exists, check Article 319 first by default.
4. Trap 3: Overlooking special regimes — maritime, insurance, logistics
Some sectors have their own limitation periods, displacing the general 2-year rule:
- Maritime: the 2015 Maritime Code sets special periods (Articles 169, 195, 219 — depending on claim type: cargo loss, accidents, salvage…);
- Insurance: insurance contract claims follow the sector-specific statute;
- Logistics: point e, Article 237.1 of the Commercial Law provides a complaint-deadline exception for logistics services.
The rule: where a dispute attaches to a specialized sector, always check the sectoral statute first, then return to the Commercial Law’s general framework.
5. Preserving the right to sue: when do courts/tribunals apply limitation?
- Only upon request: courts and tribunals apply limitation only when a party requests it — never automatically. A respondent that “forgets” to invoke limitation waives that shield;
- Negotiation and mediation: the parties negotiating or mediating does not automatically interrupt the limitation period — do not let drawn-out talks eat up the filing deadline;
- Under the VIAC Arbitration Rules 2026 (effective 01/7/2026), the mechanism for invoking limitation in arbitration is specifically regulated — invoke it correctly and in time.
Checklist for in-house counsel
- Upon discovering a breach: record the “rights infringed” moment; complain within the Article 318 deadline;
- Characterize the contract (commercial/civil/specialized) to lock in the correct period;
- Set an internal deadline 6 months before expiry to prepare the filing;
- During negotiations, track limitation in parallel — never let talks consume the clock.
For the “2 years or 3 years” question from an overview angle, see our analysis of limitation periods for commercial disputes.
Frequently asked questions
What is the limitation period for commercial contract disputes?
2 years under Article 319 of the Commercial Law, running from when lawful rights and interests are infringed.
Can we still sue after the 3/6/9-month complaint deadline?
Yes — the complaint deadline (Art. 318) differs from the 2-year limitation (Art. 319).
Does the 3-year Civil Code period apply to commercial contracts?
No — Article 429 of the Civil Code (3 years) covers civil contracts only; commercial contracts use the 2-year rule (Art. 319 Commercial Law).
Sources
- Commercial Law 36/2005/QH11 (consolidated VBHN 03/VBHN-VPQH 2017, in force): Article 318 (complaint deadlines), Article 319 (2-year limitation), point e Article 237.1 (logistics exception);
- 2015 Civil Code: Article 429 (3-year limitation for civil contracts);
- 2015 Maritime Code: Articles 169, 195, 219 (special periods);
- Law on Commercial Arbitration 54/2010/QH12; VIAC Arbitration Rules 2026 (effective 01/7/2026).
Note: Informational analysis only; each dispute requires counsel assessment of the specific infringement moment. Texts verified as of 14/10/2026.
Is your company facing a contract dispute and worried about limitation? Contact FLAT Law Firm for a case-specific limitation assessment.
Transparency note: This article was drafted by the FLAW AI Legal Council (an AI panel) and is not a substitute for advice from a licensed lawyer on your specific case.
This article is awaiting QA Council review.
