Companies Act 2006, section 995

Petition by Secretary of State

Part 30 Protection of members against unfair prejudice

(1)This section applies to a company in respect of which—

(a)the Secretary of State has received a report under section 437 of the Companies Act 1985 (c. 6) (inspector's report);

(b)the Secretary of State has exercised his powers under section 447 or 448 of that Act (powers to require documents and information or to enter and search premises);

(c)the Secretary of State [F1296, the Financial Conduct Authority, the Prudential Regulation Authority or the Bank of EnglandF1296] has exercised his or its powers under Part 11 of the Financial Services and Markets Act 2000 (c. 8) (information gathering and investigations); or

(d)the Secretary of State has received a report from an investigator appointed by him [F1297, the Financial Conduct Authority, the Prudential Regulation Authority or the Bank of EnglandF1297] under that Part.

(2)If it appears to the Secretary of State that in the case of such a company—

(a)the company's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members, or

(b)an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial,

he may apply to the court by petition for an order under this Part.

(3)The Secretary of State may do this in addition to, or instead of, presenting a petition for the winding up of the company.

(4) In this section, and so far as applicable for the purposes of this section in the other provisions of this Part, “company” means any body corporate that is liable to be wound up under the Insolvency Act 1986 (c. 45) or the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).

Read section 995 in the full Act → Definitions (4) Cases (5)

Definitions used in section 995

company

(3) In this section, and so far as applicable for the purposes of this section in the other provisions of this Part, “company” means—

(a)a company within the meaning of this Act, or

(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Defined in s.994(3) · see it in the full Act

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
member

(2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .

Defined in Sch.2 Pt.1 · see it in the full Act
the court

(1) Except as otherwise provided, in the Companies Acts “the court” means—

(a)in England and Wales, the High Court or the county court;

(b)in Scotland, the Court of Session or the sheriff court;

(c)in Northern Ireland, the High Court.

Defined in s.1156(1) · see it in the full Act

(2) The provisions of the Companies Acts conferring jurisdiction on “the court” as defined above have effect subject to any enactment or rule of law relating to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom.

Defined in s.1156(2) · see it in the full Act
body corporate

“body corporate” and “corporation” include a body incorporated outside the United Kingdom, but do not include—

(a)

a corporation sole, or

(b)

a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed;

Defined in s.1173(1) · see it in the full Act

Cases considering section 995 (5)

Cusack v Holdsworth & Anor

[2016] EWHC 3084 (Ch) · 29 November 2016

Confirms the statutory route by which the petition was brought and was considered together with section 994. The court applied the requirement that the complained-of conduct be both unfair and prejudicial (see paras [69]-[74]).

THG Plc v Zedra Trust Company (Jersey) Ltd

[2026] UKSC 6 · 25 February 2026

The Secretary of State’s ability to seek relief supports the conclusion that the unfair-prejudice provisions respond to a state of affairs rather than enforce obligations owed to the petitioner (see para [116]).

Magic Investments SA v Ralph Thierry Broadbent & Anor

[2026] EWCA Civ 711 · 5 June 2026

The court referred to sections 994 to 996 collectively as creating a wide and flexible remedial regime relevant to relief against a person implicated in unfairly prejudicial conduct. (see para [49])

What each judgment says about section 995 is in the case-law panel in the full Act.

Amendments and notes

4 notes from legislation.gov.uk

Amendments

  1. F1296Words in s. 995(1)(c) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 120(a) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
  2. F1297Words in s. 995(1)(d) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 120(b) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

Modifications

  1. C1365Ss. 994-996 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 48 (as amended (1.4.2013) by S.I. 2013/472, Sch. 2 para. 174)

Commencement

  1. I334S. 995 wholly in force at 1.10.2007; s. 995 not in force at Royal Assent see s. 1300; s. 995 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(j) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3) this amendment is subject to savings and/or transitional provisions, see the commentary.