Limitations of commercial obligations according to the New Commercial Code in Spain

In a meeting on 20 May 2014, the Council of Ministers received a report related to the draft of the New Commercial Code Act, which will replace the Commercial Code, valid since 1885.

The aim of the New Commercial Code is to preserve market unity in the private legal relationships between businesspersons and all other economical operators. The New Commercial Code has to compile and integrate all current commercial laws into a single text. It must also add new subjects that have not been regulated in any way to date, but have become very common in commercial relationships.

The New Civil Code includes new rules related to the statute of limitations and expiration of commercial obligations, taking into account the most modern positions taken in national legal systems and in the international arena.

  • Regarding the statute of limitations, the code establishes a general set of rules that will be applicable unless an express regulation exists in opposition to these set of rules. The New Commercial Code sets a single statute of limitations period, reduced to four years. In order to calculate the period, special cases of periodic benefits and accessory shall be taken into account.
  •  Regulation of the suspension of the limitation, its cause and its effects, as well as innovations in its interruption.
  •  In order to avoid maintaining a credit for an undefined length through successive extrajudicial requirements, the interruption of the limitation may only be recognised by extrajudicial requirement once. The code also determines the effects of an interruption and its application to joint debtors and to joint debtors with invisible debts.
  • Finally, the code generally regulates the fundamental aspects of the limitation: its effects, validity or nullity of contacts regarding the limitation and determining when it may be applied to trade.

This article is not considered as legal advice

Mariscal & Abogados specializes in providing legal advice and effective business solutions to companies in the drafting, negotiation and analysis of all types of commercial contracts (sale, purchase, loan, supply, etc.). If you have a query, do not hesitate to Contact us.