What is a shareholder? - Inform Direct (2024)

Private companies limited by shares are owned by their shareholders. The shareholders invest money into the company in return for shares (also known as equity).

The number of shares that each shareholder owns (as a proportion of the total number of shares in issue) represents how much of the company they own. This then determines their level of influence over the company, their potential for reward and the level of risk they face.

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At one end of the spectrum, many small companies are owned by just a single shareholder, who may (or may not) also be the sole director. Whether there are 1 or 100,000 shares in issue, if they’re all owned by the same person then that individual can effectively control the company.

In contrast, many larger listed companies have tens of thousands of shareholders, each of whom are likely to have invested a relatively small proportion of the overall value of the company and therefore have very little influence over the company’s strategy. A company is unlikely to have more than 20 directors – even that number would be exceptional – so necessarily most of the shareholders (if not all) will not also act as directors.

While a shareholder’s rights and level of influence generally depends on the number of shares they hold, care should be taken where a company has multiple classes of share or shares of different types in issue. Different types or classes of share may entitle the holders to different rights – so, for example, one class may have increased (or all) rights to vote, receive dividends or receive capital payments at the expense of another class.

A shareholder can be an individual person or might instead be a joint shareholder, whereby two or more people (like a husband and wife) hold shares together jointly. Companies can also own some or all of the shares in another company. Special care should be taken to get the details right where other types of entity wish to own shares – for example trusts, partnerships, clubs and pension schemes. In some cases, the law may not recognise the group or organisation as a legal entity in its own right, meaning shares may need to be held in the name of individuals.

A private company must always have at least one shareholder, although they do not have to be an individual person – for example, a parent company will be the sole shareholder of a subsidiary company. Unless the company’s articles of association say otherwise (which would be unusual), there is no maximum number of shareholders that a company may have.

At the point of incorporation the company will have one or more shareholders (who, in being part of forming the company are also called subscribers) but, after that, the number of shareholders may rise and fall. New shareholders may be added either by the company choosing to allot new shares or by existing shareholders transferring shares to a new shareholder.

What does a shareholder do?

Despite being the beneficial owners of a limited company, shareholders do not manage the business on a day to day basis – they instead delegate this responsibility to the directors (although, as we have seen, there is nothing to stop someone performing both roles).

Shareholders have a number of rights and are able to ensure the directors do not go beyond their delegated powers. The shareholders also retain the power to make major decisions affecting the business, which they typically exercise through voting on resolutions at general meetings.

While some of the areas where decision-making authority is retained by the shareholders will be detailed in the company’s articles of association, they will usually include:

  • The (re-)appointment of the board of directors
  • Removing directors from office
  • Deciding which rights and powers to grant to the directors
  • Setting or approving directors’ remuneration
  • Approving changes to the company’s name
  • Approving changes to the company’s structure
  • Approving changes to the company’s articles of association
  • Authorising dividend structures
  • Approving substantial investments or asset disposals
  • Approving mergers or acquisitions
  • Changing the rights attached to one or more share class
  • Making changes to the company’s share capital, including capital increases

Through decisions like these, the shareholders exercise their ultimate control over the company. Alongside provisions in the company’s articles of association, the shareholders may choose to put in place a shareholders’ agreement to help protect their investment and govern their relationship with the company and one another.

Potential rewards of being a shareholder

Being a shareholder means you are potentially able to benefit from the company’s success.

People purchase shares in a company in the hope that it can grow its earnings and profits over time, which is likely to make the shares more attractive to other investors. If a company succeeds in raising its share price the shareholder will be able to sell their shares at a profit.

Shareholders also have the right to receive dividends, a part of the company’s profit that it decides to pay out. If a company doesn’t make a profit, it won’t pay a dividend. Even if the company is profitable, dividends are not guaranteed – the directors may instead decide to reinvest the profits into the business rather than make a payment to shareholders.

Existing shareholders may have pre-emption rights when new shares are available, giving them first refusal over a certain number of shares. They might also be eligible to participate in a range of corporate actions, like when a company offers to buy back shares from its shareholders.

Holding shares in certain companies may also give the shareholder additional ‘perks’. For example, they might receive discounts on the company’s products or access to special offers.

Risks of being a shareholder

Share prices can go down as well as up so shareholders must be prepared for the possibility of losing money. Share prices might fall and, at worst, the shareholder could lose all the money he’s invested. Alongside that, the shareholder also sacrifices the return they would have made if they’d put the money into a more successful investment.

If the company fails, the company’s assets will be sold and the proceeds distributed to creditors, but shareholders may still receive nothing of their original investment. This is particularly likely for holders of ordinary shares, who sit at the back of the queue behind lenders and holders of most other types of shares.

However, unlike participants in some other types of business, shareholders are themselves protected from most company liabilities because of the ‘limited’ nature of a company. The law recognises a company as an entity in its own right, distinct from its shareholder owners and therefore responsible for meeting its own debts and other liabilities.

their personal assets are not at risk

Each shareholder’s responsibility extends only to the value of the shares they own: typically, the shareholder will have paid this when they were allotted shares or had the shares transferred to them. However, in some cases companies have unpaid or partly paid shares where the liability to pay for shares remains until the company makes a call for payment.

That means that, if a company owes money or completely fails, it is the company itself which is responsible, not the shareholders, so their personal assets are not at risk. As long as shareholders have paid for the shares they own, anyone owed money by a company that cannot or will not pay can’t expect the individual shareholders to pay the debt. This type of financial protection is often cited as one of the main advantages of running a business as a limited company.

What shareholder information is available on the public register?

In the initial IN01 form to incorporate the company,the company must provide the following details of each of its shareholders:

  • Full name
  • Contact address
  • Class(es) of shares held
  • The number of shares held in each share class
  • The nominal value and currency in which the shares are denominated

Changes to a company’s shareholders and their details must also be submitted to Companies House as part of the confirmation statement (which replaces the annual return from 30 June 2016). However, changes of address of existing shareholders and the address of any new shareholders after incorporation do not have to be reported.

These details form part of the public register which anyone can check online, even once a company is dissolved. If privacy is particularly important, it’s possible to appoint a nominee shareholder in order to protect your anonymity, but companies who offer it will make a charge for this service.

The company must also maintain a register of shareholders, which lists out the shareholders and their shareholdings and is the definitive record of who is a current shareholder in the company (as opposed to the prima facie evidence provided by a share certificate). As the register of members must be available for inspection at either the company’s registered office address or a SAIL address, it’s important that the directors arrange for it always to be kept up to date with the latest position.

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What is a shareholder? - Inform Direct (2024)

FAQs

What is a shareholder answer? ›

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.

What are direct shareholders? ›

Direct owner refers to individuals and entities who directly own shares in any legal entity. For example, if you own 20% of the shares in a particular entity, you become a direct owner.

What is the right of shareholders to information? ›

The shareholders' information rights, as defined in the common law and under the Business Organizations Code, is merely the right to inspect records of the corporation that already exist. The corporation's role is essentially passive. The shareholder makes the request to inspect.

Can shareholder tell directors what to do? ›

Shareholders can have some power over directors' actions by the exercise of their voting rights in a shareholder's meeting. To dictate the direction of the company, shareholders (jointly, or a majority shareholder) with more that 50% of the voting powers must vote in favour of taking action at a general meeting.

What is a shareholder in simple terms? ›

The dictionary definition of a shareholder, also known as a stockholder, is a person who holds at least one share in a company. They're not the same as a stakeholder though – this is someone who has an interest but doesn't necessarily hold shares.

What are the responsibilities of a shareholder? ›

To protect their long-term economic interests, shareholders have a responsibility to monitor the conduct of the board of directors and exercise their voting rights by casting thoughtful and informed votes that safe-guard their financial and other interests.

What is shareholders direct and indirect? ›

Direct ownership means the shares/units/percentage holding is held directly by the parent person or entity, whereas indirect ownership means the shares/units/percentage holding is held through another entity.

What is shareholder level direct and indirect? ›

That said, on one hand, immediate legal shareholders of a company are considered direct owners of investment. On the other hand, shareholders in an intermediary company that is a (direct or indirect) owner of the operating company are indirect owners. They can be either top-rank owners or a middle-rank entity.

What does direct and indirect shareholding mean? ›

Related Definitions

Direct shareholding means that a natural person personally holds shares in a company. 'Indirect shareholding' means that a natural person holds shares in a company via one or multiple persons or a chain of persons.

What information do shareholders have access to? ›

The Supreme Court of Appeal determined that, although a shareholder have the right to receive copies of the company's annual financial statements, and to obtain copies of the minutes of the company's general meetings, a shareholder does not have an automatic right to a company's accounting records.

What are the three shareholder rights? ›

The three basic shareholder rights are: the right to vote, the right to receive dividends, and the right to the corporation's remaining assets upon dissolution or winding-up. Where a corporation only has one class of shares, the three basic rights must attach to that class.

Who is legally directly responsible to the shareholders? ›

The board of directors is elected by the shareholders of a corporation to oversee and govern the management and to make corporate decisions on their behalf. As a result, the board is directly responsible for protecting and managing shareholders' interests in the company.

How do shareholders make decisions? ›

Shareholders make decisions about the company by passing resolutions. Your company articles of association, or any shareholders agreement, will set out what type of resolution is required for certain matters – an 'ordinary resolution' or a 'special resolution'.

Do shareholders have control over a company? ›

In large publicly traded corporations, shareholders own the corporation but have limited power to affect decisions. The board of directors and officers exercise much of the power. Shareholders exercise their power at meetings, typically through voting for directors.

Can directors remove a shareholder? ›

It is, of course, not possible to simply 'delete' shares from a company. As such, removal of a shareholder requires a transfer of the shares they hold.

Is a shareholder an owner? ›

Shareholders are a corporation's owners. They do not, however, actively participate in the management of the company. Instead of managing the companies themselves, shareholders appoint a board of directors that is responsible for overseeing the day-to-day operations of the corporation.

What is the difference between a shareholder and an owner? ›

shareholder depends on what type of company an owner is a part of. Simply put, members are owners of limited liability companies (LLCs) and shareholders are owners of corporations, but there can be overlap between the two.

What are the two types of shareholders? ›

Shareholders of a company are of two types – common and preferred shareholder.

Do directors have a duty to shareholders? ›

Your general duties are owed to the company which you are a director of and not any other group companies or individual shareholders. It is the company itself which can take enforcement action against a director if there has been a breach of duty.

What do shareholders care about? ›

The main interest of a shareholder is the profitability of the project or business. In a public corporation, shareholders want the business to make huge revenues so they can get higher share prices and dividends. Their interest in projects is for the venture to be successful.

What is an example of a shareholder direct suit? ›

A direct suit is when a shareholder brings forth a claim based the shareholder's ownership of shares. Some examples of direct suits involve contract rights related to shares, rights related to the recovery of dividends, and rights to review the records of the corporation.

What is a direct share? ›

Share ownership can be divided into two categories: Direct ownership – where you buy shares, usually through a stockbroker, or. Indirect ownership – where you buy units in a managed investment which invests in shares.

What's the difference between direct and indirect shares? ›

Direct Stock: The stock matches on the screened individual's name. Indirect Stock: The stock matches on another name than that of the individual screened (Foundation, trust, estate, or Business name) that the stock is listed under.

Who is an indirect shareholder? ›

Indirect Shareholder means any person who beneficially owns securities of an entity that (1) would be an Investment Company but for the exemptions provided in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act and (2) is a direct or indirect owner of securities of your entity.

What is the difference between direct and indirect beneficial ownership? ›

As a shareholder of a public company you may hold shares directly or indirectly: A registered owner or record holder holds shares directly with the company. A beneficial owner holds shares indirectly, through a bank or broker-dealer.

What does it mean to indirectly own shares? ›

Instead of buying shares directly, indirect ownership involves paying for shares through a fund. These companies take charge of managing mutual funds and ETFs, which means you can still grow your share, but the catch is that you don't have any voting rights for the shares that your selected fund owns.

What are the 5 rights of shareholders? ›

Common shareholders are granted six rights: voting power, ownership, the right to transfer ownership, a claim to dividends, the right to inspect corporate documents, and the right to sue for wrongful acts. Investors should thoroughly research the corporate governance policies of the companies they invest in.

What is required in a shareholder notice? ›

Notice to Shareholders

The notice should contain the date, time and location of the meeting as well as an agenda or explanation of the topics to be discussed. Include these procedures in your bylaws to ensure they are followed consistently for all shareholder meetings.

How do you prove you are a shareholder? ›

Businesses issue certificates to shareholders, members or partners in order to provide proof of ownership. This proof is typically provided in the form of a certificate: Stock certificates for corporations. Membership certificates for LLCs.

What rights do common shareholders not have? ›

The common stockholders do not have the right to receive dividends before preferred stockholders.

What are the risks of being a shareholder? ›

Risks to shareholders
  • Directors duties. ...
  • Reliance on profitability and dividends. ...
  • Control over management. ...
  • Selling shares and exiting the company. ...
  • Insolvency.

Can a shareholder sell his shares to anyone? ›

A very simple rule which is effective for many situations, is that no share can be transferred without the consent in writing of every shareholder.

Can a shareholder be held personally liable? ›

The general answer is no, due to the doctrine of 'separate legal personality' of a company. This means that the directors and shareholders are separate from the company itself, with shareholder liability limited to the nominal value of their shares in the company.

Who controls a company shareholders or directors? ›

Shareholders and directors hold two vastly different roles in a company. Shareholders own the company by owning its shares and are often referred to as 'members'. Directors on the other hand, manage the business and its operations.

How do you satisfy shareholders? ›

6 Strategies to Keep Your Investors and Stockholders Happy
  1. Communication. Communication is crucial to any relationship you have in your life, whether company or personal. ...
  2. Listen to Concerns. ...
  3. Manage Expectations. ...
  4. Show Leadership. ...
  5. Set Goals. ...
  6. Understand Investors.
Mar 28, 2021

Do shareholders have a say in decisions? ›

Buying a share of a company makes you a shareholder, but it does not give you a say in the day-to-day operations of a company. Shareholders own either voting or non-voting stock, and that determines whether they can weight in on big picture issues the company is considering.

Who has the final say in a company? ›

The ultimate decision maker is, of course, the CEO, who should consult both groups deliberatively. The key is to give the executive committee specific advisory and coordinating responsibilities while building a small, effective, and still-nameless kitchen cabinet that is free of the tyranny of the org chart.

What matters do shareholders decide? ›

Shareholders vote on matters such as the election of the board of directors, the approval of significant corporate actions, like mergers and acquisitions, and the adoption of changes to the company's bylaws.

Who has most power in a company? ›

The chief executive officer (CEO) is the highest-ranking executive at any given company, and their main responsibilities include managing the operations and resources of a company, making major corporate decisions, being the main liaison between the board of directors and corporate operations, and being the public face ...

How do I remove myself as a shareholder? ›

In order to transfer ownership of the shares, the company director will need to fill out a Stock Transfer Form (Form J30), and they will then need to complete and issue a share certificate to the new shareholder. The new shareholder will then pay the previous shareholder the full value of the purchase price.

Why do shareholders have so much power? ›

Shareholders can be Directors and Officers but need not be. Officers can be Directors and vise versa...but, again, need not be. Since Shareholders elect the Directors and Directors elect the officers, it is apparent that Shareholders hold the ultimate position of authority in a company.

Can a shareholder be fired? ›

Shareholder agreements can provide specific grounds for “firing a shareholder”, meaning, the right of the company or other shareholders to purchase the shares held by a shareholder who violates specific provisions of the shareholder agreement.

Can you force a shareholder out? ›

Absent breach of a contract or the law, a shareholder can't typically force another shareholder to sell. But a shareholder can seek to enforce the terms of a buy-sell agreement, a shareholder agreement, or another valid contract.

On what grounds can you remove a shareholder? ›

If you want to remove a shareholder, you first must decide if the shareholder is leaving the company voluntarily or involuntarily. For involuntary removals, the shareholder will usually need to have violated the shareholders agreement or company bylaws before they can be forced out of the company.

What is a shareholder example? ›

A shareholder can be a person, company, or organization that holds stock(s) in a given company. A shareholder must own a minimum of one share in a company's stock or mutual fund to make them a partial owner. Shareholders typically receive declared dividends if the company does well and succeeds.

Who are shareholders in one sentence? ›

A shareholder is an investor who owns one or more shares of stock in a company. Under the plan, shareholders will exchange their common stock for an equal number of shares in the new holding company. From the proceeds, the company said it will declare a distribution of $7.50 a share to its shareholders.

How do you identify shareholders? ›

Filings such as annual reports, offering prospectuses, and Statements of Changes in Beneficial Ownership can shed light on a company's shareholders. These documents can be found on the websites of the relevant stock exchange, the relevant financial regulatory body, or the company itself.

Is a shareholder a person? ›

A person who owns shares in a corporation is called a shareholder.

What are examples of shares? ›

Investors who hold shares of any company are known as shareholders. For example ; if the market capitalization of a company is Rs. 10 lakh, and a single share is priced at Rs. 10 then the number of shares to be issued will be 1 lakh.

What are shareholders called? ›

The correct option is A. Owners of the company. Equity shares represents the ownership of a company, therefore the capital raised by issue of such shares is referred to as ownership capital and shareholders are called owners of the company.

Who are members of shareholders? ›

What is a shareholder? A shareholder is a person who buys and holds shares in a company having a share capital. They become a member once their name is entered on the register of members. Many companies limited by guarantee do not have a share capital, and consequently, their members are not shareholders.

What is the 5 shareholder rule? ›

When a person or group acquires 5% or more of a company's voting shares, they must report it to the Securities and Exchange Commission.

What are the benefits of being a shareholder? ›

Shareholders have the potential to profit from a rising share price and the potential to earn an income from dividend payments. Shareholders also have a range of other rights and benefits. Although, they differ slightly depending on whether you own ordinary shares or preference shares.

Can a shareholder see accounts? ›

Any shareholder has a statutory right to be provided with a copy of certain financial and related documents for the company. These are the company's annual accounts, any strategic report for the previous financial year, the latest directors' report and the auditor's report on the accounts.

Do shareholders have a say in a company? ›

Key Takeaways. Buying a share of a company makes you a shareholder, but it does not give you a say in the day-to-day operations of a company. Shareholders own either voting or non-voting stock, and that determines whether they can weight in on big picture issues the company is considering.

How do I find out what shares are in my name? ›

If you're confident you're a shareholder in a particular company, then you can start by contacting that company directly. It's a company's job to aid its shareholders where it reasonably can, you are their part owner after all.

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