Supreme Court confirms no limitation period applies to unfair prejudice petitions.

The Supreme Court has now definitively resolved whether statutory limitation periods apply to unfair prejudice petitions under section 994 of the Companies Act 2006.

In THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6, the Court confirmed that section 994 petitions are not subject to statutory limitation periods under the Limitation Act 1980.

This is an important development in shareholder litigation, removing a key procedural defence that had been briefly recognised by the Court of Appeal.

For shareholders, directors, and companies involved in shareholder disputes, the decision provides clarity on when unfair prejudice claims may be brought.

What is a Section 994 Unfair Prejudice Petition?

Section 994 of the Companies Act 2006 allows shareholders to petition the court where the affairs of a company are carried out in a manner that is unfairly prejudicial to their interests.

Typical examples include:

• Exclusion from management
• Improper dilution of shareholdings
• Misuse of company funds
• Breaches of shareholder agreements
• Improper allotment of shares

The court has wide discretion under section 996 to grant relief, including ordering the purchase of shares or awarding equitable compensation.

For more information on shareholder disputes, see:
→ Shareholder disputes and unfair prejudice petitions

The Limitation Issue in THG Plc v Zedra Trust Company

The central issue before the Supreme Court was whether the Limitation Act 1980’s statutory limitation periods apply to section 994 petitions.

The Court of Appeal had previously held that:

• A 12-year limitation period applied under section 8; or
• A six-year limitation period applied under section 9 where compensation was sought.

This created ambiguity and possible barriers for shareholders seeking relief.

The Supreme Court overturned that decision.

Supreme Court Ruling: No Limitation Period Applies to Section 994 Claims

The Supreme Court held that section 994 petitions are not subject to statutory limitation periods under the Limitation Act 1980.

The Court’s reasoning was based on the nature of section 994 itself.

Section 994 does not create enforceable statutory obligations. Instead, it provides a discretionary remedy allowing the court to address unfairly prejudicial conduct.

As a result, limitation provisions designed to govern statutory debts or obligations do not apply.

This confirms that there is no fixed statutory time limit for bringing an unfair prejudice petition.

Why Section 8 of the Limitation Act 1980 Does Not Apply

Section 8 applies to actions enforcing obligations created by statute or deed.

The Supreme Court held that section 994 imposes no obligations. It provides a mechanism for relief where unfair prejudice exists.

Therefore, section 994 petitions cannot be classified as “actions upon a speciality”, and the 12-year limitation period does not apply.

Why Section 9 of the Limitation Act 1980 Does Not Apply

Section 9 applies to claims seeking recovery of sums due under statute.

The Supreme Court confirmed that compensation awarded in unfair prejudice proceedings is discretionary, not a statutory entitlement.

Even where monetary relief is sought, it does not create a limitation period under section 9.

Key Legal Consequence: No Statutory Time Limit for Unfair Prejudice Petitions

The Supreme Court’s decision confirms that:

• There is no statutory limitation period for section 994 claims.
• Claims cannot be automatically barred due to the passage of time.
• Limitation Act defences do not apply to unfair prejudice petitions.

This is particularly important in cases involving long-running shareholder disputes.

For more on commercial litigation strategy, see:
→ Commercial litigation services

Does Delay Still Matter?

Although there is no statutory limitation period, delay is still relevant.

The court retains discretion to refuse relief where delay would make it unjust to grant a remedy.

Relevant factors may include:

• Length of delay
• Availability of evidence
• Conduct of the parties
• Whether the claimant acquiesced in the conduct

However, delay does not automatically prevent a claim.

Each case depends on its facts.

Strategic Consequences for Shareholders and Companies

For minority shareholders

The decision confirms that unfair prejudice claims are not automatically time-barred by statutory limitation periods.

This provides greater flexibility in pursuing relief where unfair conduct has occurred over time.

For companies and the majority shareholders

Limitation Act defences are no longer available in section 994 proceedings.

However, delay may still be relevant to the court’s exercise of discretion.

Early legal advice is necessary.

Specialist Advice on Section 994 Unfair Prejudice Claims

Section 994 petitions entail complex factual and legal issues, often arising in high-value shareholder disputes.

Philip Rubens has extensive experience advising and acting in complex commercial litigation, including shareholder disputes and unfair prejudice petitions.