The Theory of Implied Acceptance of Invoices in Luxembourg:

When Silence Can Constitute Acceptance

Let’s imagine the following scenario: a company sends an invoice to a business customer. The invoice is received, but there is no response. No objections, no comments—just silence.

A few weeks later, the customer finally refused to pay, claiming that the invoice was unjustified.

Under Luxembourg law, this type of situation is governed by a well-established concept in commercial law: the theory of the accepted invoice.

How it’s work:

In commercial transactions, when an invoice is sent and is not disputed within a reasonable period of time, it is presumed to have been accepted by the recipient. Silence can therefore have legal consequences.

In practice, Luxembourg case law generally holds that a dispute must be raised within approximately one month of receiving the invoice. After this period, the invoice may be deemed accepted and constitute significant evidence in favor of the creditor.

Why does this rule exist ?

Commercial law is based, in particular, on the speed and security of transactions. Professionals are therefore expected to review the documents they receive promptly and respond without delay in the event of a dispute.

A few things to keep in mind:

For the theory of the accepted invoice, several factors are important:

• The invoice must be clear and sufficiently detailed
• The invoice must have been sent and received
• It must concern to a professional relationship
• No specific objection must have been raised within a reasonable period of time, generally one month

Helpful tip:

If you receive an invoice that you dispute, it is essential to act quickly and submit your dispute in writing within one month.

It is also very important to keep all supporting documents: invoices, emails, acknowledgments of receipt, purchase orders, delivery notes, or any other relevant correspondence.

In commercial matters, a failure to respond can have significant legal consequences.