Most creditors owed money by a Denver company have heard that Colorado gives them six years. That is half the picture, and the missing half is the half that loses accounts. Colorado runs two limitation periods side by side. One is three years. One is six. Which one a court applies depends on how the claim is characterized, not on how long you felt like waiting.
There is also a quirk in Colorado law that catches out credit departments who think they have everything covered in their own paperwork. In most states you can shorten the deadline on a sale of goods by agreement. In Colorado you cannot. Here is how the clocks actually work, when they start, what restarts them, and why the practical answer for a Colorado account is always to move well before year three.
- Colorado has two periods, not one. Contract actions, including sales of goods under the Uniform Commercial Code, run three years under C.R.S. 13-80-101. Actions to recover a liquidated debt or a determinable sum of money run six years under C.R.S. 13-80-103.5.
- Which period applies to a specific unpaid invoice turns on how the claim is framed, and that is a question for a Colorado attorney. Planning your collection process around six years is the mistake that creates write-offs.
- Colorado will not let you shorten the deadline on a goods sale in your own contract. C.R.S. 4-2-725 states plainly that the period may not be varied by agreement of the parties.
- Under C.R.S. 13-80-108(6) a contract claim accrues when the breach is discovered or should have been discovered with reasonable diligence, which for an unpaid invoice is normally the day payment was due and did not arrive.
- Under C.R.S. 13-80-113 an acknowledgment or promise does not restart the clock unless it is in writing and signed by the party to be charged. The section expressly leaves the effect of a payment of principal or interest unchanged.
How long do you have to sue on a business debt in Colorado?
Colorado runs two periods. Contract actions, including sales of goods under the Uniform Commercial Code, must be brought within three years under C.R.S. 13-80-101. Actions to recover a liquidated debt or a determinable amount of money due get six years under C.R.S. 13-80-103.5. Which one applies depends on how the claim is characterized.
That is the whole complication in one paragraph, and it is why Colorado comes up in more creditor arguments than most states.
Section 13-80-101(1)(a) covers all contract actions, specifically including actions under the Uniform Commercial Code, and sets three years. But it carries an express carve out: “except as otherwise provided in section 13-80-103.5.”
Section 13-80-103.5(1)(a) is that carve out. It gives six years to all actions to recover a liquidated debt or an unliquidated but determinable amount of money due to the person bringing the action.
An unpaid invoice for a fixed amount looks very much like a determinable sum of money. It also looks very much like a contract action. Both descriptions fit the same piece of paper, which is exactly why this gets litigated, and why no collection agency or article should tell you with confidence which number applies to your account. A Colorado attorney looking at your contract and your invoices answers that. What we can tell you is what happens operationally when a company bets on six and is wrong.
What is the practical difference between three years and six?
The practical difference is whether an account that has sat for four years is still enforceable. If the three-year period applies, it is not, and nothing in your file changes that. Because the answer is arguable rather than certain, the only safe operating assumption for a Colorado account is the shorter one.
We see the consequence of the optimistic assumption often enough to name it. A company places a batch of old Colorado accounts, somebody has read that Colorado is a six-year state, and the file is four and a half years old. If the debtor’s counsel argues the three-year period and the court agrees, the account is finished, and the creditor had eighteen months of real options it never used.
Build the process around three years and the ambiguity stops mattering to you. An account that moves at ninety or a hundred and twenty days past due is never anywhere near either deadline, which is the actual point. The statute is a backstop, not a plan.
| Claim | Period | Colorado authority |
|---|---|---|
| Contract actions generally, including UCC sales of goods | 3 years | C.R.S. 13-80-101(1)(a) |
| Recovery of a liquidated debt or a determinable sum of money | 6 years | C.R.S. 13-80-103.5(1)(a) |
| Breach of a contract for sale under the UCC | Period set by 13-80-101, and not variable by agreement | C.R.S. 4-2-725(1) |
| Arrears of rent | 6 years | C.R.S. 13-80-103.5(1)(b) |
Can you shorten the deadline in your own contract in Colorado?
Not on a sale of goods. C.R.S. 4-2-725(1) says an action for breach of any contract for sale must be commenced within the period prescribed in 13-80-101, and that this period of limitation may not be varied by agreement of the parties. Colorado removed the ability to shorten it that most states allow.
This one surprises people, including people with good contracts.
The standard Uniform Commercial Code provision in most states lets the parties agree to a shorter window, often as little as one year, as long as they do not extend it. Plenty of national terms and conditions include exactly that clause, because it was drafted once for fifty states and nobody re-reads it per jurisdiction.
Colorado rewrote the section. Its version points at 13-80-101 for the period and then says plainly that the period may not be varied by agreement. So a shortening clause in your terms is not doing what it says it does on a Colorado goods sale.
That cuts in the creditor’s favour here, which is a pleasant change. It is still worth knowing, because the same clause behaves differently on an account in the next state over, and a credit department that assumes its own terms control everywhere is going to be wrong somewhere.
When does the clock actually start in Colorado?
Under C.R.S. 13-80-108(6) a cause of action for breach of an express or implied contract accrues on the date the breach is discovered or should have been discovered by the exercise of reasonable diligence. For an ordinary unpaid invoice that is normally the day payment came due and did not arrive.
Colorado uses a discovery rule rather than a flat date, and for most commercial accounts it makes no practical difference. You knew the invoice was unpaid the day it went unpaid.
Where it matters is the account with a long running relationship behind it. A customer who has been paying erratically for two years, with partial payments, credits and disputed line items, has a messier accrual story than a single invoice that simply never got paid. Keep the aging clean, keep the dates of last activity, and the question answers itself. Lose the record and you are arguing about when the clock started instead of collecting.
This is the single most useful thing a credit manager can do that costs nothing: record the date of last payment and the date of last written contact on every account, and never let a cleanup of the accounting system erase them.
Does a payment or a promise to pay restart the clock?
C.R.S. 13-80-113 says no acknowledgment or promise counts as evidence of a new or continuing contract unless it is in writing signed by the party to be charged. The same section states that it does not alter the effect of a payment of principal or interest, so a payment is treated separately from a verbal promise.
Translate that into how an account actually behaves. The customer’s controller calls, apologises, and says a check is going out Friday. That conversation is worth exactly nothing to the limitation period. A signed written acknowledgment of the debt is a different document entirely.
So when a debtor engages, get it in writing and get it signed. An email in which the debtor acknowledges the balance, a signed payment plan, a signed confirmation of the account balance: these are the pieces of paper that matter later, and they cost one more follow up to obtain while the customer is already talking to you.
The same logic applies to partial payments. Colorado’s section expressly leaves the effect of a payment of principal or interest alone, so a payment is not swept up in the signed-writing requirement. Record every partial payment with its date. Do not take a small payment and then leave the account alone for a year on the strength of it.
What should a creditor owed by a Denver company do now?
Pull every Colorado account, sort it by date of last activity rather than invoice date, and treat anything approaching three years as urgent rather than old. Get any debtor acknowledgment in writing and signed. Place accounts that have gone quiet while they are still inside the window where collection works at all.
Age is what kills a commercial claim, long before any statute does. Recovery odds fall every month an account sits, and the limitation period is simply the last and most permanent version of that.
A practical sequence for a Colorado ledger:
Sort by last activity, not by invoice date. An invoice from four years ago that received a payment last spring is a different account from one that has been silent since issue, and your aging report will not tell you that unless you ask it to.
Flag anything past two years as a decision, not a line item. Someone has to decide to pursue it, place it or write it off. Leaving it on the ledger is also a decision, just an unexamined one.
Get acknowledgments signed while the customer is engaged. The moment a debtor is willing to talk is the moment to ask for something in writing.
Place commercial accounts before they go quiet. We take commercial claims from $1,000 to hundreds of thousands of dollars, and the accounts that do best are under 120 days past due. If you are reading this because an account is approaching a limitation deadline, that account needed attention three years ago, and the right move now is to get a straight read on it quickly.
One more thing, since it comes up on every state piece. If an agency publishes a headline recovery rate, be suspicious of it. A suspiciously high published rate usually means the agency is making the number up. What actually drives recovery is the age of the claim and the quality of the documentation behind it, which is why the dates in your own file matter more than any vendor’s marketing. That is also why it is important to use a certified commercial collection agency rather than whoever answers first.
For the full picture on how our commercial debt collection services work, or to compare Colorado against the other states where you carry receivables, see our statute of limitations by state reference.
Owed money by a Colorado company?
Send Sven the aging report and the last activity dates. Commercial (B2B) claims only, worked on contingency, so there is no fee unless we collect. You will get a straight read on which Colorado accounts still have time and which ones need to move now.
Prefer the phone? 866-341-6316. Or schedule a free consultation online.
Frequently asked questions
Is Colorado a three-year or a six-year state for business debt?
Both, depending on the claim. C.R.S. 13-80-101 sets three years for contract actions including sales of goods under the Uniform Commercial Code, while C.R.S. 13-80-103.5 sets six years for actions to recover a liquidated debt or a determinable sum of money. The same unpaid invoice can arguably be described either way, so a Colorado attorney should answer it for your specific account rather than a general article.
Can our terms and conditions shorten the deadline on a Colorado sale?
Not on a contract for sale. C.R.S. 4-2-725(1) directs the period to 13-80-101 and states that it may not be varied by agreement of the parties. A shortening clause written for other states does not operate the way it reads on a Colorado goods sale. Have Colorado counsel review the clause rather than assuming it carries over.
Does a partial payment restart the limitation period in Colorado?
C.R.S. 13-80-113 requires an acknowledgment or promise to be in writing and signed by the party to be charged before it counts as a new or continuing contract, and the section says it does not alter the effect of a payment of principal or interest. Payments are handled differently from verbal promises. Record the date of every partial payment and get any acknowledgment in writing.
When does the clock start on an unpaid Colorado invoice?
Under C.R.S. 13-80-108(6) a contract claim accrues when the breach is discovered or should have been discovered by the exercise of reasonable diligence. On a straightforward invoice that is normally the due date that passed without payment. On a long running account with partial payments and disputes it is less obvious, which is why dates of last activity are worth recording carefully.
Do you collect from companies outside Colorado?
Yes. We handle commercial accounts across the country, and yes, we collect internationally too. Talk to us about your specific account. We are commercial only, which means business-to-business claims. Consumer collections are a different regulatory world and are not what we do.
Sources: Colorado Revised Statutes 13-80-101, 13-80-103.5, 13-80-108 and 13-80-113 and 4-2-725 as published by the Colorado General Assembly on leg.colorado.gov, reviewed October 2026. Laws vary by state and change over time, and the facts of each account matter. This article is general information from a commercial collections professional, not legal advice, and it is not a substitute for advice from a Colorado attorney. Written by Sven Nelson, The Guy That Gets You Paid.