Time Limits and Limitation Periods 

There is no fixed statutory time limit for bringing an unfair prejudice petition under section 994 of the Companies Act 2006. However, this does not mean that claims can be brought indefinitely. The courts have made clear that delay can still be significant, and in some circumstances formal limitation considerations may arise. 

This issue was considered recently in THG plc v Zedra Trust Company (Jersey) Ltd. The Supreme Court confirmed that the Limitation Act 1980 does not apply to unfair prejudice petitions. As a result, there is no statutory limitation period for bringing a claim under section 994. 

Despite the absence of a statutory deadline, the court may still refuse to grant relief where there has been unreasonable delay. This is because unfair prejudice claims are based on equitable principles. If a shareholder has stood by for several years without taking action, the court may conclude that the shareholder has accepted the situation or that it would now be unfair to intervene. 

Courts are particularly cautious about petitions that attempt to reopen long-past disputes. Earlier events may sometimes be relevant where they demonstrate a continuing pattern of conduct, but the court is unlikely to entertain claims that simply revisit historic grievances without justification for present-day relief. 

The practical message is clear, act promptly. Shareholders who believe they are being treated unfairly should seek legal advice at an early stage. Delay can weaken the legal position and may increase the risk that the court will decline to grant any remedy. 

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This page is provided for general information purposes only and does not constitute legal advice. The content may or may not be legally accurate for your situation or at all. You must not rely on anything on this page in respect of your legal rights. Before taking (or not taking) any legal action, you should seek advice from a qualified lawyer. I disclaim any and all liability for any loss, damage, or expense howsoever caused by reliance on the contents of this page.

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