Florida Statutes of Limitations for Business Claims
The filing periods Florida sets for contract, fraud, negligence, trade secret, securities, and other business claims, and the accrual, tolling, and contract rules that can move them.
Chapter 95 of the Florida Statutes sets the time within which a civil action must be commenced. Section 95.11 groups claims by period: five years, four years, two years, and one year, among others. A claim filed after its period has run can be barred regardless of its merit, so the period is one of the first questions asked in any business dispute. The period is only part of the answer: section 95.031 fixes when the clock starts, section 95.051 lists the grounds that pause it, and some claims, such as trade secret misappropriation under section 688.007, carry their own limitation in another chapter.
Industria Business Lawyers represents businesses and individuals bringing and defending commercial claims in the Florida courts. Every provision cited on this page was read from the 2026 Florida Statutes. A consultation is free.
Common Business Claims and Their Filing Periods
Claim type, period, and statute, taken from the text of the 2026 Florida Statutes. How a particular claim is characterized can change which period applies.
Written Contracts: 5 Years
Period: five years. Statute: section 95.11(2)(b), Florida Statutes, which covers a legal or equitable action on a contract, obligation, or liability founded on a written instrument. The paragraph carves out actions on payment bonds and certain mortgage deficiency actions, which have their own periods. Separately, section 95.11(6)(a) sets one year for an action for specific performance of a contract, so a claim seeking to compel performance rather than damages runs on a much shorter clock.
Oral Contracts and Rescission: 4 Years
Period: four years. Statute: section 95.11(3)(j), which covers a legal or equitable action on a contract, obligation, or liability not founded on a written instrument, including an action for the sale and delivery of goods, wares, and merchandise, and on store accounts. Section 95.11(3)(k) also sets four years for an action to rescind a contract. Whether an agreement is founded on a written instrument can decide whether the period is four years or five.
Fraud: 4 Years, With a 12-Year Limit
Period: four years. Statute: section 95.11(3)(i), a legal or equitable action founded on fraud. Under section 95.031(2)(a), a fraud action under section 95.11(3), including constructive fraud, runs from the time the facts giving rise to the claim were discovered or should have been discovered with the exercise of due diligence, but in any event must be begun within 12 years after the date the alleged fraud was committed, regardless of when it was or should have been discovered.
Negligence and Professional Malpractice: 2 Years
Period: two years. Statute: section 95.11(5)(a), an action founded on negligence, and section 95.11(5)(b), an action for professional malpractice other than medical malpractice, whether founded on contract or tort; the two-year negligence period applies to causes of action accruing after March 24, 2023, and a negligence claim that accrued on or before that date keeps the four-year period that applied before the 2023 amendment. For professional malpractice, the period runs from the time the cause of action is discovered or should have been discovered with the exercise of due diligence, and the limitation applies to persons in privity with the professional.
Trade Secrets, Interference, and Property
Trade secret misappropriation: three years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered, under section 688.007, which treats a continuing misappropriation as a single claim. Intentional torts: four years under section 95.11(3)(n), which lists malicious interference and any other intentional tort, subject to the exceptions it names. Business property: four years under section 95.11(3)(g) for taking, detaining, or injuring personal property, and under section 95.11(3)(h) to recover specific personal property.
Securities and Other Statutory Claims
Florida securities claims: section 95.11(5)(f) sets two years for an action founded upon a violation of any provision of chapter 517, running from when the facts were discovered or should have been discovered with due diligence, but not more than five years from the date of the violation. Statutory liability: section 95.11(3)(e) sets four years for an action founded on a statutory liability, and section 95.11(3)(m) four years for a statutory penalty or forfeiture. Deceptive practices enforcement: section 501.207(5) bars an action by the enforcing authority more than four years after the violation or more than two years after the last payment in the transaction, whichever is later.
What Can Change the Deadline
The period in section 95.11 is the starting point. Accrual, tolling, and the terms of the contract determine the actual date.
When the clock starts. Section 95.031 provides that the time runs from when the cause of action accrues, and section 95.031(1) states that a cause of action accrues when the last element constituting it occurs. When that last element occurred depends on the facts of each claim. Fraud, professional malpractice, chapter 517 securities claims, and trade secret claims instead run from actual or constructive discovery under the provisions cited above.
What pauses it. Section 95.051(1) lists the grounds that toll a limitation period, including the absence from the state of the person to be sued, concealment in the state so that process cannot be served, payment of any part of the principal or interest of an obligation founded on a written instrument, and the pendency of an arbitral proceeding pertaining to the dispute. The absence, false-name, and concealment grounds in section 95.051(1)(a) to (c) do not apply if service of process or service by publication can be made in a manner sufficient to confer jurisdiction. Section 95.051(2) provides that no disability or other reason tolls a statute of limitations except those specified in that section, section 95.091, the Florida Probate Code, or the Florida Guardianship Law.
What the contract says. Section 95.03 makes void any contract provision fixing a period for an action arising out of the contract that is shorter than the applicable statute of limitations. Other terms still matter: whether the obligation is founded on a written instrument sets the period under section 95.11(2)(b) or (3)(j), and an arbitration clause can bring the tolling provision for arbitral proceedings into play.
Equitable claims. Section 95.11(7) provides that laches bars any action unless it is commenced within the time provided for legal actions concerning the same subject matter, and it does not affect the application of laches at an earlier time in accordance with law.
Characterization. One set of facts can support several claims with different periods, for example negligence at two years and fraud at four. Each claim is analyzed separately.
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How We Analyze a Limitations Question
Contracts, correspondence, payments, and the dates of each event.
Each potential claim listed with its governing statute.
The last element of each claim, or the discovery date where the statute uses one.
Grounds in section 95.051 checked against the facts.
Written-instrument status, shortening clauses, and arbitration provisions reviewed.
A filing date recorded for each claim, earliest first.
Claim filed in time, or a limitations defense raised in the response.
FAQ
01 • Business Owners and Companies What is the statute of limitations for breach of contract in Florida?
Under section 95.11(2)(b), five years for an action on a contract founded on a written instrument. Under section 95.11(3)(j), four years for a contract not founded on a written instrument. An action for specific performance of a contract has one year under section 95.11(6)(a).
02 • Business Owners and Companies What is the statute of limitations for fraud in Florida?
Four years under section 95.11(3)(i), running under section 95.031(2)(a) from when the facts were discovered or should have been discovered with due diligence, and in any event no later than 12 years after the fraud was committed.
03 • Business Owners and Companies What about breach of fiduciary duty?
Section 95.11 does not name breach of fiduciary duty. The period depends on how the claim is characterized on its facts, for example as fraud, negligence, professional malpractice, or an intentional tort, each of which has its own paragraph in section 95.11. Section 95.11(3)(o) sets four years for any action not specifically provided for in the statutes.
04 • Business Owners and Companies Can a contract shorten the time to sue?
Section 95.03 provides that a contract provision fixing a shorter period than the applicable statute of limitations for an action arising out of the contract is void.
05 • Business Owners and Companies Does the deadline pause while we negotiate?
Section 95.051(2) limits tolling to the grounds the statute specifies, and negotiation is not among those listed in section 95.051(1). The listed grounds include partial payment on a written obligation and the pendency of an arbitral proceeding.
Businesses and individuals with Florida claims. Call (202) 860-1210 or describe the dispute and its key dates through the form. Free consultation. Every deadline is calculated from the statute text in force.
This page provides general information about Florida statutes of limitations for business claims and does not constitute legal advice. Reading it does not create an attorney-client relationship with Industria Business Lawyers. Whether a claim is timely depends on the facts, the characterization of the claim, and the law in force, and other statutes or agreements may govern a particular claim. Provisions cited were read on October 9, 2026 from the 2026 Florida Statutes at flsenate.gov.