Preference Shares (also
called Preferred Stock) are a type of share capital that gives
shareholders preferential rights over equity (ordinary) shareholders —
mainly in terms of dividend payment and repayment of capital in
the event of winding up — but typically come with limited or no voting
rights.
In simple terms: Preference
shareholders sit in between debt holders (like debenture holders) and equity
shareholders, in terms of risk and return. They get paid before equity
shareholders, but after creditors and debenture holders.
Key features:
1. Fixed
dividend rate – Preference shares usually carry a fixed rate of dividend (e.g., 8%
preference shares), unlike equity shares, whose dividend fluctuates based on
profits
2. Priority in
dividend payment – Dividends must be paid to preference
shareholders before any dividend is paid to equity shareholders
3. Priority in
capital repayment – In case of liquidation, preference
shareholders are repaid their capital before equity shareholders (but after
creditors/debenture holders)
4. Limited
voting rights – Preference shareholders generally do not have voting rights,
except on matters directly affecting their rights (e.g., if their dividend is
in arrears for a specified period, in some jurisdictions they may gain voting
rights)
Types of Preference Shares:
|
Type |
Meaning |
|
Cumulative |
Unpaid
dividends accumulate and must be paid in future years before equity shareholders
get anything |
|
Non-cumulative |
Unpaid
dividends do not accumulate; if skipped in a year, it's lost |
|
Participating |
Shareholders
can also share in additional profits (surplus) along with equity
shareholders, beyond the fixed dividend |
|
Non-participating |
Shareholders
only get the fixed dividend, no extra share in surplus profits |
|
Redeemable |
Company
can/must buy back (redeem) these shares after a specified period |
|
Irredeemable/Perpetual |
No fixed
redemption date (rare, and restricted or disallowed in many jurisdictions,
e.g., India) |
|
Convertible |
Can be
converted into equity shares after a certain period |
|
Non-convertible |
Cannot be
converted into equity shares |
Preference Shares vs. Equity Shares:
|
Preference Shares |
Equity Shares |
|
|
Dividend |
Fixed
rate, paid first |
Variable,
paid after preference |
|
Voting
rights |
Generally
none |
Yes |
|
Capital
repayment priority |
Before
equity, on winding up |
After
preference |
|
Risk |
Lower |
Higher |
|
Return
potential |
Limited
(fixed) |
Unlimited
(based on profits) |
Preference Shares vs. Debentures:
|
Preference Shares |
Debentures |
|
|
Nature |
Part of
share capital (ownership) |
Debt
instrument (borrowing) |
|
Return |
Dividend
(not guaranteed, paid from profits) |
Interest
(guaranteed, paid regardless of profit) |
|
Priority
in liquidation |
After
debenture holders |
Before
preference shareholders |
Why companies issue preference shares:
·
Raise capital without diluting voting control
(since preference shareholders usually can't vote)
·
Attract investors who want more predictable
returns than equity, but don't want to be classified purely as lenders
Offers flexibility — can skip dividends (especially non-cumulative) in a bad year, unlike interest on debt, which must be paid regardless
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