Regarding the rights of a common stockholder each of the following is TRUE EXCEPT

Ownership

When you have shares of stock in a company, you’re a partial owner of that company—we’ve talked about this before. We’ve also talked about some of the perks and benefits that come with ownership. But did you know that ownership also comes with a handful of rights?

In this post, we’re primarily going to be talking about common stockholder rights because they’re—well—the most common, but some of these are also applicable to owners of preferred stock. (Not quite sure how common and preferred stock are different? We have an Investor Jargon post for that here.)

Common stockholders—being partial owners of a company—have rights. While they can vary depending on state regulations where a company’s incorporated or specific corporate bylaws, the following rights are common for common stockholders (see what we did there?):

1. Right to inspect records

This one’s pretty self-explanatory. When you own common stock in a company, you’re given the right to see the company’s financial records and notes from shareholder meetings.

2. Right to vote

If you own at least one full share of common stock in a company, you’re eligible to vote on certain business decisions, like for who should be on the Board of Directors, for instance. You can read more about shareholder meetings and how proxy voting works here.

3. Right to participate in the profits

If a company’s Board of Directors declare a dividend to common stock shareholders, they have the right to receive those dividends.

4. Right to residual claim during liquidation

This is a finance-y way of saying that if a company is forced to sell off all of their assets (aka liquidate) because of bankruptcy, common stockholders have a right to a portion of earnings after any debt has been sorted out.

5. Right to limited liability

If the company is under fire from lawsuits or in debt, shareholders are only liable for the amount of money they’ve invested in the company. The shareholder’s personal assets aren’t up for grabs.

6. Transfer rights

Common stockholders have the right to sell or transfer their shares if and when they want.

7. Preemptive rights

If a company decides to issue more shares of common stock, current stockholders have preemptive rights. This just means that they have the chance in a “rights offering” to buy enough new shares to maintain their percentage of ownership in the company. These shares are usually sold at a discounted price, and they’re transferable in the market, so the owner can sell them if they want.

8. Right to sue for wrongful acts

When shareholders have been wronged, they have the right to file what’s called a derivative suit, which is a lawsuit brought by a shareholder individually or as part of a class action suit on behalf of a company against a third party. The third party in question? It’s usually an executive officer or director in the company. The wrong? Often it’s fraud or mismanagement that’s been ignored by key people in the company. Say, for example, a company hugely overstated its earnings, giving the shareholders an inaccurate idea of how it was performing. This is something shareholders might file a derivative suit about. These lawsuits don’t usually aim to obtain monetary damages, but in most cases are generally seeking to protect shareholder interests.

And there you have it. These are the most common common stockholder rights. Like we said above, they can vary state to state, but if you own shares of common stock in a U.S. publicly-traded company, chances are you’re entitled to most—if not all—of these.

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.

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 are subject to capital gains (or losses) and/or dividend payments as residual claimants on a firm’s profits.
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.

Shareholder

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.

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
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 you make as such should be reported as income (or losses) on your personal tax return. Keep in mind that this rule applies to shareholders of S corporations. These are typically small-size to midsize businesses that have fewer than 100 shareholders. The corporation’s structure is such that the income earned by the business may be passed to shareholders. This includes any other benefits, such as credits/deductions and losses.

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. Generally, common stockholders enjoy voting rights, while preferred stockholders do not. However, preferred stockholders have a priority claim to dividends. Furthermore, the dividends paid to preferred stockholders are generally more significant than those paid to common stockholders.

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.

Which of the following would not be a right of a common stockholder?

All of the following are rights of a common stockholder EXCEPT for the right to (A) vote on important matters such as the Board of Directors.

Which of the following are rights of common stock holders?

Common shareholders are granted six rights: voting power, ownership, the right to transfer ownership, dividends, the right to inspect corporate documents, and the right to sue for wrongful acts.