Shareholder (Stockholder): Definition, Rights, and Types

What Is a Shareholder?

A shareholder is a person, company, or institution that owns at least one share of a company’s stock or in a mutual fund. Shareholders essentially own the company, which comes with certain rights and responsibilities. This type of ownership allows them to reap the benefits of a business’s success.

These rewards come in the form of increased stock valuations or financial profits distributed as dividends. Conversely, when a company loses money, the share price invariably drops, which can cause shareholders to lose money or suffer declines in their portfolios.

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’s outstanding 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.

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.

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.

The Bottom Line

Shareholders, or stockholders, are the owners of a company's outstanding shares, which represents a residual portion of the corporation's assets and earnings as well as a percentage of the company's voting power. Stockholders have a right to participate in the distribution of corporate assets in the form of dividends (if they are paid) and possibly through the sale of their holdings at a profit on the stock market. Individuals may become shareholders by buying common stock in corporations through brokers or directly from the company (if they offer a direct investment plan). In many countries, corporations may also offer employee stock options as a benefit for workers. If a company goes bankrupt, however, common shareholders are last in line to be repaid (behind creditors and preferred shareholders). Preferred shareholders hold preferred stock, which often pays a high and steady dividend but comes with no voting rights. Preferred shares are therefore sometimes thought of as a sort of debt-equity hybrid security.