How long should you keep signed contracts?

Keep a signed contract for as long as it's in force, then for as long as either side could still sue over it. That second period is the statute of limitations for written contracts, and it depends on the state: 4 years in California, 6 in New York, and 10 in Illinois. Some contracts are also tax or employment records, which carry federal deadlines of their own. This article covers when the clock starts, which rules can stretch it, whether a PDF counts as the original, and how to give every contract a delete-after date.

In this article

• Summary
• When does the clock start on a signed contract?
• Tax and employment records have their own deadlines
• Does an electronic copy count as the original?
• How it plays out: a dispute in year four
• What to keep and when to let it go
• Keep every signed contract in one place

Summary

• The clock starts at the breach, not the signature. Limitation periods usually run from the day a contract is broken, which can be the last day of a multi-year deal. The safe period is the contract's full term plus the limitation period after it.
• The limitation period depends on the state. Written contracts get 4 years in California, 6 in New York, and 10 in Illinois. Your contract's governing-law clause is the best first guess at which one applies.
• Some contracts are also tax or employment records. The IRS says to keep most records 3 years after you file, and employment tax records at least 4. Federal rules require employers to keep hiring records for 1 year and payroll records for 3.
• An electronic copy counts. Under the federal ESIGN Act, an accurate electronic record that stays accessible satisfies a legal duty to keep a contract, including a duty to keep the original.
• Keep the whole file and date it. Store the signed PDF with its audit trail and any amendments, and note the date it can be deleted when you file it.

Inkly sends every signed contract with its Certificate of Completion, and on the Pro plan it keeps your documents for as long as your plan is active and can save each signed one to Google Drive.

When does the clock start on a signed contract?

The limitation period runs from the breach

A statute of limitations is the deadline to file a lawsuit. For contracts, it usually starts when the contract is broken, not when it's signed. A missed payment, an undelivered project, or a warranty claim can all arrive long after the signatures.

Do the arithmetic on a long agreement. Say you sign a three-year services contract in Illinois in October 2026. If the client stops paying in the final month, the 10-year clock starts in October 2029. That contract stays relevant until October 2039, 13 years after you signed it.

Some clauses also outlive the work. Confidentiality, ownership of what you made, and indemnity often survive termination, so a breach can happen after the project is over. Delete the contract early and you lose your best evidence.

How long each state gives you

The table shows the limitation period for an action on a written contract in three large states.

Contracts for the sale of goods follow a different rule. Under UCC § 2-725, which most states have adopted, the period is generally 4 years, whether the contract is written or oral.

Which state's deadline applies

Start with the governing-law clause, the line that says which state's law covers the agreement. Without one, it's usually the state where you, the other party, or the work is based. Courts don't always apply a governing-law clause to deadlines, though, because some treat limitation periods as a matter for the court hearing the case.

The simple rule is to use the longest period of any state the deal touches. A New York agency with a California client keeps the contract for New York's 6 years, not California's 4.

Watch out: some contracts set their own, shorter deadline to bring a claim. Read the dispute clause before you assume the state default applies.

Tax and employment records have their own deadlines

Contracts that back up your tax return

A client contract that supports income you reported, or an expense you deducted, is also a tax record. The IRS guidance on keeping records says to keep most records for 3 years after you file. That rises to 6 years if you left out income worth more than 25% of the gross income on your return, and to 7 years if you claimed a bad debt deduction.

This is where businesses often pick the wrong number. "Keep it three years for the IRS" is a tax rule, not a contract rule. In New York, it leaves a gap of about three years in which a client can sue you and you have nothing to show.

Hiring and payroll paperwork

Offer letters, employment agreements, and contractor agreements sit under employment rules too. Under 29 CFR 1602.14, employers covered by federal anti-discrimination law must keep personnel records, including hiring and termination records, for 1 year. If someone files a discrimination charge, the employer must keep the relevant records until the charge is resolved.

Payroll runs longer. The Fair Labor Standards Act regulation at 29 CFR 516.5 requires at least 3 years for payroll records, and the IRS asks for at least 4 years for employment tax records. These are minimums. If you send an offer letter, the signed copy follows whichever of these rules, or your state's contract deadline, runs longest.

Does an electronic copy count as the original?

Yes. The same federal law that makes electronic signatures legally binding covers keeping them. Under ESIGN § 101(d), a legal requirement to retain a contract is met by an electronic record that accurately reflects it. The record also has to stay accessible to everyone entitled to it, in a form that can be reproduced. The same subsection says this satisfies a requirement to keep the original, too.

The weak point is "accessible." Most businesses leave signed contracts wherever the email landed. That works until the person who sent it leaves, the shared inbox gets cleaned out, or a software subscription lapses. A contract you can't produce counts as one you never kept.

The signature also proves less than the record around it. If the other side says they never signed, what settles it is the audit trail: who opened the document, when they signed, and from where. Keep it with the PDF, not in a separate system.

How it plays out: a dispute in year four

Say you run a three-person marketing agency in New York. In January 2023, a client signs a 12-month retainer at $3,000 a month. In June, they sign a change order that swaps the final video campaign for extra social posts. The retainer ends in December 2023.

In late 2027, the client's new finance lead goes through old spend and asks for $9,000 back for "the video campaign you never delivered." By then, you'd followed the three-year tax rule and cleared out your 2023 files.

Under New York's 6-year period, the client can bring that claim until the end of 2029. Without the signed change order, it's your memory against their invoice history. With it, the dispute ends in one email.

That's $9,000 riding on one page. The page cost nothing to keep.

What to keep and when to let it go

Keep the whole file, not just the signature page

A signed contract rarely tells the whole story on its own. When a deal ends, file these together:

• The fully signed PDF, with every page
• The certificate or audit trail showing who signed and when
• Every amendment, change order, renewal, and statement of work
• The invoices and the emails that approved changes in scope

This matters most for small, informal deals. The written contract you signed with a freelancer only helps if the later scope changes are on file next to it.

Put a delete-after date on every contract

Work out the date once, when the contract ends, so you never have to guess later. Take the end date, add the longest limitation period of any state involved, and check it against any tax or employment rule that runs longer. Then write the result in the file name or your contract tracker.

Tip: review once a year and delete what has passed its date. The exception is a threatened or active dispute. Once a claim is likely, keep everything related to it, whatever the date says.

Keep every signed contract in one place

Once you know how long a contract has to last, the job is making sure it's still there when you need it. Inkly sends a Certificate of Completion with every signed PDF, so the signature and its audit trail arrive together. On the Free plan, documents lock after 14 days and are deleted 45 days after sending, so save each signed copy and its certificate from the completion email. On Pro, documents stay in your account for as long as your plan is active, and once you connect Google Drive, each signed PDF and its certificate are saved there automatically.