Corporate Law · Foundation & Intermediate

Shares vs Debentures

A share represents ownership in a company and carries a residual claim. A debenture represents a loan to the company and carries a fixed contractual claim to interest and repayment.

The quick answer

Shareholders own the company and are paid last; debenture holders lend to it and are paid first. Dividend is an appropriation payable only out of profits; interest is a charge payable regardless.

Side-by-side comparison

BasisSharesDebentures
Nature of holderOwner of the companyCreditor of the company
ReturnDividend — not guaranteedInterest — contractually fixed
Payable out ofProfits onlyPayable whether or not there are profits
Voting rightsEquity shares carry voting rightsNo voting rights
Repayment priority on winding upPaid last, after all creditorsPaid before shareholders
SecurityUnsecured by natureMay be secured by a charge on assets
Accounting treatmentShown under equityShown as a borrowing under liabilities

The exam angle

Convertible debentures are the frequently examined hybrid. Until conversion they remain a liability with a fixed claim; on conversion they become equity. State the position both before and after conversion.

Related comparisons

FAQs

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Can a company issue debentures with voting rights?

No. Debentures carry no voting rights, since a debenture holder is a creditor rather than a member of the company.

Is dividend on preference shares a charge or an appropriation?

It remains an appropriation of profit, not a charge, even though preference shares carry a preferential right to dividend ahead of equity shareholders.

Which is cheaper for the company?

Debt is typically cheaper because interest is a deductible expense and the lender's risk is lower — the basis of the tax shield discussed in Financial Management.

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