Case Digest No. 23 · Company and shareholder disputes
Limitation periods and section 994 unfair-prejudice petitions
THG plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6
The Supreme Court held, by a majority, that no statutory limitation period applies to petitions under section 994 of the Companies Act 2006.
Supreme Court
[2026] UKSC 6
March 2026
Decision at a glance
The question, answer and consequence.
- Legal question
- The central issue was limitation periods and section 994 unfair-prejudice petitions.
- Court's answer
- The Supreme Court held, by a majority, that no statutory limitation period applies to petitions under section 994 of the Companies Act 2006.
- Practical consequence
- The Supreme Court clarified how limitation rules apply to unfair-prejudice petitions and the different forms of relief they seek. The judgment makes early classification of the alleged conduct and remedy essential to case strategy.
Factual background
Zedra Trust Company (Jersey) Ltd (the Appellant) is a minority shareholder in THG plc (the Company). The Appellant acquired a 13.2% stake in the Company in 2013 and presented a petition under section 994 CA 2006 in 2019. The Appellant claimed various forms of relief against the Company and its former and current directors (the Respondents) for having conducted the affairs of the Company in a manner alleged to be unfairly prejudicial to the Appellant’s interests. The Appellant applied to amend its petition in 2022 to include an allegation that it was unfairly prejudiced by being excluded from a bonus issue of shares made more than six years earlier to some shareholders, claiming compensation for the alleged resulting loss. The Company opposed the amendment, arguing that it was time-barred by section 9 LA 1980. ISSUE Whether there is a statutory limitation period which bars a member of a company from petitioning the court for a remedy under sections 994 and 996 CA 2006.
Issue
The central issue was limitation periods and section 994 unfair-prejudice petitions.
Procedural history and reasoning
[2023] EWHC 65 (Ch) Fancourt J The Respondent’s argument that the complaint was time-barred was rejected. Farcourt J held that the Appellant’s complaint could only be brought as a petition under section 994 CA 2006 and that the Appellant by doing so was not avoiding the six-year limitation period that would apply to a claim by the Company against its directors for equitable compensation for breach of fiduciary duty. The judge relied on the judgment of the Court of Appeal in In re Cherry Skip Hire Ltd, Bailey v Cherry Hill Skip Hire [2022] EWCA Civ 531; [2023] Bus LR 14 (Cherry Hill Skip Hire) to hold that LA 1980 does not have a limitation period that applies to petitions under section 994. The Respondents did not argue on the application for permission to amend that the complaint should have been barred on the grounds of delay or acquiescence by the Appellant.
COURT OF APPEAL [2024] EWCA Civ 158 Lewison, Arnold and Snowden LJJ The Court of Appeal allowed the appeal, with Lewison LJ stating in the opening paragraph of his judgment that the issue on appeal was an issue of principle: whether there is a limitation period applicable to a petition under section 994 CA 2006. On appeal, the court held that the complaint was time-barred because the limitation period of six years under section 9 LA 1980 applied and permission for the amendment had not been granted within that period. Lewison LJ stated that it was undoubtedly received wisdom that no limitation applied to section 994 petitions and that the court had to consider the question afresh as the Court of Appeal in Cherry Hill Skip Hire had proceeded on what was common ground between parties and had not made a free-standing decision on the point. From his analysis of the relevant cases, Lewison LJ concluded that where (i) the right to go to court is purely statutory and (ii) the only relief sought is the payment of money the action falls within section 9 LA 1980.
COMPANIES ACT 2006 Section 996 (1) If the court is satisfied that a petition under this Part is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of. (2) Without prejudice to the generality of subsection (1), the court’s order may - (a) regulate the conduct of the company’s affairs in the future; (b) require the company - (i) to refrain from doing or continuing an act complained of, or (ii) to do an act that the petitioner has complained it has omitted to do; (c) authorise civil proceedings to be brought in the name and on behalf of the company’s affairs by such person or persons and on such terms as the court may direct; (d) require the company not to make any, or any specified, alterations in its articles without the leave of the court; (e) provide for the purchase of the shares of any members of the company by other members or by the company itself and, in the case of a purchase by the company itself, the reduction of the company’s capital accordingly.
Decision and key points
The Supreme Court held, by a majority, that no statutory limitation period applies to petitions under section 994 of the Companies Act 2006.
- No limitation period applies to petitions under section 994 of the Companies Act 2006.
- A section 994 petition is neither an action on a specialty under section 8 nor an action to recover a statutory sum under section 9 of the Limitation Act 1980.
Why this decision matters
The Supreme Court clarified how limitation rules apply to unfair-prejudice petitions and the different forms of relief they seek. The judgment makes early classification of the alleged conduct and remedy essential to case strategy.
Particularly relevant to: Shareholders, companies, directors and contentious corporate advisers.
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