
Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
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LETTER BEFORE CLAIM: UNPAID INVOICE (COMPANY DEBTOR)
Note: This letter is the final step before a court claim for an unpaid invoice where the customer is a limited company or an LLP, and both parties were acting in the course of business. It follows the Practice Direction on Pre-Action Conduct and Protocols, which governs business to business debts (there is no separate pre-action protocol for them), and claims interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. If the customer is a sole trader or any other individual, use the sole trader version instead: the Pre-Action Protocol for Debt Claims applies to individuals and requires a 30 day response period and a prescribed Information Sheet and Reply Form.
Note: Print on your letterhead. Send it by post to the debtor's registered office, which is the address for service on a company under section 1139 of the Companies Act 2006 (and on an LLP under regulation 75 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009). Check the registered office on Companies House the day you send it. Send a copy by email to the address you normally invoice, and keep proof of posting and the sent email. Do not send it 'without prejudice': this letter must be open so that you can show it to the court.
[letterhead of the creditor: name, registered office, company number, telephone and email]
[full legal name of the debtor company]
[registered office address of the debtor company]
For the attention of: [name and position of the contact at the debtor company]
By post and by email to [email address of the debtor company for correspondence]
Date: [date of this letter]
Our reference: [creditor's reference for this matter]
LETTER BEFORE CLAIM: UNPAID INVOICE [invoice number(s)]
Dear Sir or Madam,
We write on behalf of [full legal name of the creditor] ("we" or "us"). This letter is sent in accordance with the Practice Direction on Pre-Action Conduct and Protocols. It sets out the debt you owe us, how it is calculated, what we require from you and the deadline for your response. If you do not pay or respond by that deadline we intend to issue court proceedings against you without further notice.
The debt
On [date(s) the goods or services were supplied] we supplied [short description of the goods or services supplied] to [full legal name of the debtor company] under [description of the contract, for example 'our terms of business accepted by your purchase order po-123 dated 1 march 2026'] (the "Contract"). We issued invoice [invoice number(s)] on [date(s) of the invoice(s)] for [invoice amount(s) in pounds, including vat], which fell due for payment on [due date(s) of the invoice(s)].
This is a preview. The full template is free on GitLaw.
This letter before claim is for a business seeking to recover an unpaid invoice from a limited company or LLP. It sets a 14-day deadline for payment and warns of County Court proceedings if the debt remains unpaid.
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This is a formal pre-action notice sent by a creditor to a debtor company to demand payment of outstanding invoices. It is not for use against sole traders or individuals, as they are governed by a separate pre-action protocol for debt claims. It contains options for claiming either statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 or specific contractual interest.
Use this letter when a B2B invoice is overdue and you intend to start legal proceedings if it is not paid within 14 days. If the debtor is an individual, use the Pre-Action Protocol for Debt Claims compliant letter instead.
| Clause | Name | What it does |
|---|---|---|
| The debt | The debt | Identifies the goods or services supplied and the specific invoice numbers and amounts that are overdue. |
| Interest and compensation | Interest and compensation | Claims statutory interest at 8% above the Bank of England base rate or contractual interest as specified. |
| What we require | What we require | Demands payment of the total sum by a 14-day deadline to a specified bank account. |
| What happens next | What happens next | Notifies the debtor of the intention to issue County Court proceedings without further notice if unpaid. |
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