To limit or not to limit: The Supreme Court rules that statutory limitation periods do not apply to unfair prejudice petitions

The Supreme Court has handed down its long-awaited judgment in THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6. Upholding 40 years of “received wisdom”, the Supreme Court confirmed that statutory limitation periods do not apply to unfair prejudice petitions. This means that an unfair prejudice petition can be brought by a shareholder at any time (subject to there being no unjustified delay on the part of the petitioner).

Background

Zedra Trust Company (Jersey) Ltd (“Zedra”) was a minority shareholder in THG Plc. Zedra presented an unfair prejudice petition under section 994 of the Companies Act 2006 in 2019. In this case, the respondents argued that any claim arising from certain events was statute barred as those events occurred more than six years ago.

The High Court ruled there was no limitation periods for unfair prejudice petitions brought under the Companies Act 2006. This decision was then appealed to the Court of Appeal.

The Court of Appeal decision

The Court of Appeal, on 23 February 2024, reversed the High Court’s decision, relying on Collin v Duke of Westminster [1985] 1 QB 581 and delivered a judgment which overturned a 40-year long understood principle that unfair prejudice petitions were not subject to any statutory limitation periods.

The Court of Appeal relied on authority that any statutory claim constituted an “action upon a speciality” and was therefore subject to a twelve-year limitation period under section 8 of the Limitation Act 1980.

The Cout of Appeal further held that in cases where the petitioner seeks a monetary remedy, the unfair prejudice petition would be subject to the six-year limitation period under section 9 of the Limitation Act 1980 (being the time limit to recover sums due under statute).

The Supreme Court’s overturning of the Court of Appeal’s decision

In a recent judgment given by the Supreme Court on 25 February 2026 , Lord Hodge and Lord Richards (with the agreement of Lord Lloyd-Jones and Lord Briggs) reversed the Court of Appeal’s decision, holding that unfair prejudice petitions are not subject to limitation periods under the Limitation Act 1980.

The Supreme Court confirmed that neither section 8 or 9 of the Limitation Act 1980 Act apply to petitions brought under section 994 of the Companies Act 2006.

Dissenting judgment of Lord Burrows

Lord Burrows, however, provided a dissenting judgment, and stated that Lord Hodge and Lord Richards were too narrow in their approach. In particular, Lord Burrows did not agree that section 994 of the CA 2006 does not create an action on a speciality.

Lord Burrows went on to say that there are many statues in which the remedy is discretionary and yet a limitation period is expressly laid down in the statute, or it has been found that the Limitation Act 1980 applies.

It is better to act promptly even though the statutory limitation periods no longer apply

Lord Burrows concluded by stating that if there is an unjustified delay in relation to the petition being brought, a judge may refuse to make the order sought. This highlights the importance of acting promptly when considering the issuing of an unfair prejudice petition to avoid the allegation that there has been an unjustified delay in bringing the action, even in the absence of a statutory limitation period.

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