THG v Zedra: The Court Confirms No Statutory Time Limit for Section 994 Petitions

Under the Companies Act 2006, Section 994 allows a petition to be made where the shareholder feels that the company’s affairs are being carried out in a manner unfairly prejudicial to their interests, or where an act or omission is, or would be, “unfairly prejudicial.” Section 994 petitions are usually made by minority shareholders, since majority shareholders typically have sufficient power to rectify issues themselves.

THG Plc v Zedra Trust Co (Jersey) Ltd [2026] UKSC 6

In a Supreme Court judgment dated 25th February 2026, the Court held that unfair prejudice petitions under Section 994 of the Companies Act 2006 are not subject to the usual limitation periods. This decision overruled the previous Court of Appeal’s decision which previously decided that Section 994 petitions did fall within the rules of the Limitation Act 1980 (the “LA 1980”).

Limitation is the legal term for the period during which a prospective claimant can bring a claim before the Courts. If they do not bring a claim within the applicable limitation period, they are time barred from doing so. As such, limitation is a pivotal factor to keep in consideration if you are considering litigation as a form of redress.

Zedra, a minority shareholder in THG, issued a Section 994 petition in 2019. In 2022, Zedra sought to amend the petition to include allegations concerning its exclusion from a bonus share issue in July 2016. The company, THG, argued that this was time-barred under the LA 1980.

The important takeaways from the judgment for shareholders to consider are:

a)   Not an action ‘upon a specialty’ (Section 8 LA 1980)

It was clarified by the Court that Section 994 petitions involve a factual state of affairs, not a fixed legal obligation. Accordingly, they empower the Court with the ability to award discretionary remedies and not any type of predetermined debts. Therefore, as they were not considered a specialty action by the Court, the 12-year limitation period under section 8 did not apply.

b)   Not a ‘statutory debt claim’ (Section 9 LA 1980)

Even if a petition includes a claim for monetary relief, any sums awarded at the discretion of the Court are a relief rather than a statutory entitlement. Therefore, the judgment clarifies that the 6-year period under section 9 of the LA 1980 does not apply to such petitions.

So, what does this mean in practice?

The recent judgment of Zedra demonstrates that Section 994 petitions are sometimes brought many years after the alleged prejudicial conduct in question.

It should be noted that, the Court still retains its discretion to deny relief if any delay in bringing such an action is undue or prejudices the other side.

However, the judgment in Zedra confirms that the usual time limits under the LA 1980 do not apply to Section 994 petitions and such petition claims can be brought even if they exceed 12 years since the act and/or omission being complained about takes place.

If you are a minority shareholder who has held back from pursuing a Section 994 petition because you believed the claim was out of time, this is an important moment to reassess your position. Recent developments mean that delay may not be the barrier you once thought it was.

The judgment is also an equally important reminder for majority shareholders that they are not automatically offered the protection afforded by the usual limitation periods. Even historic conduct may still be open to challenge, and reliance on time limits alone is no longer a safe defence.

If you are a shareholder and wish to consider seeking relief for the unfairly prejudicial conduct of your fellow shareholders, do not hesitate to contact a member of our expert Commercial Dispute Resolution team.