What Is a Shareholder?
A shareholder is a person, company, or institution that owns at least one share of a company’s stock or a share of a mutual fund. Shareholders essentially own the company, which comes with the right to share in the profits.
If a company is successful, shareholders benefit from increased stock valuations or profits distributed as dividends. Shareholders also have the right to participate in corporate elections. Conversely, when a company loses money, the share price drops, which can cause shareholders to lose money. If the company fails, shareholders can claim any remaining assets after the company's debts are paid.
Key Takeaways
- A shareholder is any person, company, or institution that owns shares in a company’s stock.
- A company shareholder can hold as little as one share.
- Shareholders will make capital gains (or losses) when selling shares, and may receive dividends if the company pays them.
- Shareholders also enjoy certain rights such as voting at shareholder meetings to approve the members of the board of directors, dividend distributions, or mergers.
- In the case of bankruptcy, shareholders can lose up to their entire investment.
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Understanding Shareholders
As noted above, a shareholder is an entity that owns one or more shares in a company’s stock or mutual fund. Being a shareholder (or a stockholder, as they’re also often called) comes with certain rights and responsibilities. Along with sharing in the overall financial success, a shareholder is also allowed to vote on certain issues that affect the company or fund in which they hold shares.
A single shareholder who owns and controls more than 50% of a company’soutstanding shares is called a majority shareholder. In comparison, those who hold less than 50% of a company’s stock are classified as minority shareholders.
Most majority shareholders are company founders. In older, more established companies, majority shareholders are frequently related to company founders. In either case, these shareholders wield considerable power to influence critical operational decisions, including replacing board members and C-level executives like chief executive officers (CEOs) and other senior personnel when they control more than half of the voting interest. That’s why many companies often avoid having majority shareholders among their ranks.
Unlike the owners of sole proprietorships or partnerships, corporate shareholders are not personally liable for the company’s debts and other financial obligations. Therefore, if a company becomes insolvent, its creditors cannot target a shareholder’s personal assets.
Shareholders are entitled to collect proceeds left over after a company liquidates its assets. However, creditors, bondholders, and preferred stockholders have precedence over common stockholders, who may be left with nothing after all the debts are paid.
Special Considerations
There are a few things that people need to consider when it comes to being a shareholder. This includes the rights and responsibilities involved with being a shareholder and the tax implications.
Shareholder Rights
According to a corporation’s charter and bylaws, shareholders traditionally enjoy the following rights:
- The right to inspect the company’s books and records
- The power to sue the corporation for the misdeeds of its directors and/or officers
- The right to vote on key corporate matters, such as naming board directors and deciding whether or not to green-light potential mergers
- The entitlement to receive dividends if the board decides to pay them
- The right to attend annual meetings, either in person or via conference calls
- The right to vote on critical matters by proxy, either through mail-in ballots or online voting platforms if they’re unable to attend voting meetings in person
- The right to claim a proportionate allocation of proceeds if a company liquidates its assets
Shareholders and the Internal Revenue Service (IRS)
It is important to note that if you are a shareholder, any gains or losses you make when selling shares need to be reported on your personal income tax return. Gains would contribute to your taxable income and losses will be deducted from your taxable income. Any dividends paid to shareholders are also taxable income.
Another type of corporation with different tax treatment is an S corporation. These are typically small-size to midsize businesses that have fewer than 100 shareholders. The S corporation differs from a regular corporation in that it has pass through-taxation rather than double taxation of a regular corporation. When selling shares, shareholders incur taxable capital gains or loses, just like with shares of a regular corporation.
According to the Internal Revenue Service (IRS), “Shareholders of S corporations report the flow-through of income and losses on their personal tax returns and are assessed tax at their individual income tax rates. This allows S corporations to avoid double taxation on the corporate income. S corporations are responsible for tax on certain built-in gains and passive income at the entity level.”
This is opposed to shareholders of C corporations, who are subject to double taxation. Profits within this business structure are taxed at the corporate level and at the personal level for shareholders.
It is a common myth that corporations are required to maximize shareholder value. This may be the goal of a firm’s management or directors, but it is not a legal duty.
Types of Shareholders
Many companies issue two types of stock: common and preferred. Common stock is more prevalent than preferred stock, and is what ordinary investors typically buy in the stock market.
Generally, common stockholders enjoy voting rights, but preferred stockholders do not. However, preferred stockholders have a priority claim to dividends. Furthermore, the dividends paid to preferred stockholders are fixed even if profits decline. Common stock dividends may decline, or not be paid at all during periods of poor corporate performance.
Some companies further divide their share issues into separate classes, with different voting rights. For example, a share in a company's Class A stock might come with ten votes, while Class B shares might have only one vote. Although there are no hard rules, class A shares tend to have the highest voting power.
What Are the Main Types of Shareholders?
A majority shareholder owns and controls more than 50% of a company’s outstanding shares. This type of shareholder is often company founders or their descendants. Minority shareholders hold less than 50% of a company’s stock, even as little as one share.
What Are Some Key Shareholder Rights?
Shareholders have the right to inspect the company’s books and records, the power to sue the corporation for the misdeeds of its directors and/or officers, and the right to vote on critical corporate matters, such as naming board directors. In addition, they have the right to decide whether or not to green-light potential mergers, the right to receive dividends, the right to attend annual meetings, the right to vote on crucial matters by proxy, and the right to claim a proportionate allocation of proceeds if a company liquidates its assets.
What Is the Difference Between Preferred and Common Shareholders?
The main difference between preferred and common shareholders is that the former typically has no voting rights, while the latter does. However, preferred shareholders have a priority claim to income, meaning that they are paid dividends before common shareholders. Common shareholders are last in line regarding company assets, which means that they will be paid out after creditors, bondholders, and preferred shareholders.
The Bottom Line
Shareholders, or stockholders, are the owners of a corporation. Shareholders can receive profits, in the share of dividends, or sell their shares in the market for a profit. They can also participate in corporate elections. Anyone can become a shareholder by buying stock in that company. In many countries, corporations may also offer employee stock options as a benefit for workers.
Shareholders assume a level of risk. If a company goes bankrupt, common shareholders are last in line for repayment. In some cases, this means that shareholders can lose their entire investment.
