Difference Between company Shares and Debentures

Difference Between company Shares and Debentures

Last Updated on April 20, 2024 by admin

Company shares and debentures are two common types of financial instruments that companies use to raise capital from investors. Understanding the differences between these two instruments is essential for investors looking to make informed decisions about where to allocate their funds.

Shares represent ownership in a company, entitling shareholders to certain rights and privileges, while debentures are debt instruments that companies issue to raise funds with a promise to repay the principal amount along with interest at a specified time.

In this article, we will delve into Difference Between company Shares and Debentures


Company shares and debentures are two common forms of investment in a company, but they have some key differences.

Shares represent ownership in a company, while debentures are a form of debt issued by a company. When an investor purchases shares of a company, they become a part-owner and have a say in the company’s decision-making process through voting rights at shareholder meetings. On the other hand, debenture holders are lenders to the company and are entitled to a fixed rate of interest on their investment.

Another key difference between shares and debentures is the level of risk involved. Shares are considered riskier investments because their value can fluctuate based on market conditions and the performance of the company. Shareholders also bear the risk of losing their entire investment if the company goes bankrupt.

Debentures, on the other hand, are considered safer investments because they are a form of secured debt. In the event of a company’s bankruptcy, debenture holders have a higher claim on the company’s assets than shareholders and are more likely to receive their investment back.

The return on investment for shares and debentures is different. Shareholders earn returns through dividends, which are a portion of the company’s profits distributed to shareholders. The value of shares can also appreciate over time, providing additional returns to investors.

Debenture holders, on the other hand, earn a fixed rate of interest on their investment and do not benefit from the company’s profits directly. Overall, both shares and debentures have their own advantages and disadvantages, and investors should carefully consider their investment goals and risk tolerance before choosing between the two.

Types of Debenture

Debentures are a common form of debt instrument used by companies to raise capital. There are various types of debentures that companies can issue depending on their specific needs and preferences. The most common types of debentures include convertible debentures, non-convertible debentures, and secured debentures.

Convertible debentures

This  type of debenture  can be converted into equity shares of the issuing company at a predetermined price or ratio. This provides investors with the opportunity to benefit from potential stock price appreciation while still receiving a fixed income from the debenture. Convertible debentures are popular among investors seeking both income and capital appreciation.

Non-convertible debentures:

This on the other hand, cannot be converted into equity shares and only provide a fixed income to investors. These debentures are typically more secure than convertible debentures as they do not expose investors to stock market volatility. Non-convertible debentures are suitable for investors looking for steady income without taking on as much risk as convertible debentures.

Secured debentures

This are backed by specific assets of the issuing company, such as property or equipment, which serve as collateral in case of default. This provides an added layer of security for investors as they have a claim on the assets pledged as collateral in the event of bankruptcy.

Secured debentures typically offer lower interest rates compared to unsecured debentures, making them an attractive option for conservative investors looking for stability and security.

Overall, the various types of debentures offer investors a range of options to meet their investment objectives and risk tolerance levels.

Creation and content of a debenture.

When creating a debenture, a company must consider various factors such as the interest rate, maturity date, and security for the loan. The interest rate on a debenture is usually fixed and is determined based on market conditions and the company’s creditworthiness.

The maturity date of the debenture is the date on which the principal amount is due to be repaid to the investors. Companies may also provide security for the debenture by pledging their assets as collateral, which gives investors a sense of security in case the company defaults on the loan.

Here’s a breakdown of the creation and typical content of a debenture:

  1. Company Decision: The company’s board of directors decides to raise funds by issuing debentures. They determine the terms (interest rate, maturity, security, etc.).

  2. Drafting the Deed: A debenture trust deed is drafted with the following key elements:

    • Detailed terms and conditions of the debentures
    • Rights and obligations of the company and debenture holders
    • Appointment of a debenture trustee (usually a financial institution) to represent the interests of debenture holders
  3. Approval & Registration: In many jurisdictions, the debenture deed and the issuance need to be registered with the appropriate regulatory authorities (e.g., the Securities and Exchange Commission in the US, Companies House in the UK).

  4. Issuance: The debentures are offered to investors, often through a public offering or private placement.

Content of a Debenture

A debenture certificate (issued to each investor) and the supporting debenture trust deed typically include the following information:

  • Company Name: The issuing company’s full name.
  • Face Value: The principal amount of the debenture.
  • Interest Rate: The periodic interest paid to the debenture holder.
  • Maturity Date: The date on which the company is obligated to repay the principal.
  • Type of Debenture: Whether it’s secured/unsecured, convertible/non-convertible, etc.
  • Security: If it’s a secured debenture, details of the assets pledged as collateral.
  • Covenants: Any additional terms and conditions (e.g., restrictions on the company’s ability to take on additional debt).
  • Debenture Trustee: Contact information for the trustee overseeing the debenture issue.

Register of debenture

A company which issues or has issued debenture shall maintain a register of the holders thereof .The register is required to contain the following.

i. ]The name and addresses of the debenture holder
ii] The principal amount of the debenture held by each of them
iii] The amount of premium payable on redemption of the debenture

iv ] The issue price of the debenture and the amount paid upon on the issue price.
v] Dte on which person was entered in the register in the debenture holder.
VI] Date on whch he ceased to be a debenture holder.

Right of a debenture

Debenture holders, as creditors of a company rather than shareholders, have specific rights attached to their debentures. Here’s a breakdown of some key rights:

Right to Repayment of Principal:

  • This is the primary right of a debenture holder. The company is obligated to repay the face value of the debenture on the maturity date.

Right to Receive Interest:

  • Debentures typically come with fixed or floating interest rates. Debenture holders have the right to receive these interest payments at predetermined intervals (e.g., annually, semi-annually).

Right to Transfer Debentures:

  • Debentures (usually registered debentures) can be transferred to other investors unless restricted by the debenture terms. This allows debenture holders to exit their investment before maturity if they wish.

Right to Information:

  • Debenture holders have the right to receive information about the company’s financial health, especially aspects that could impact their repayment or interest payments. This may include annual reports or disclosures of major financial events.

Right to Legal Action:

  • If the company defaults on its obligations (e.g., not repaying principal or interest), debenture holders can take legal action to enforce their rights. This may involve suing the company or claiming on the collateral (for secured debentures).

Security Rights (Secured Debentures Only):

  • Holders of secured debentures have a priority claim on the specific assets pledged as collateral in case of the company’s liquidation. This enhances the chances of recouping their investment.

Voting Rights (Rare):

  • In some uncommon cases, debenture holders might have limited voting rights on specific matters related to the company’s financial situation or restructuring. However, unlike shareholders, they don’t typically have voting rights on general company matters.


Company Shares

A public company shares are a popular investment option for individuals looking to grow their wealth over time. By investing in shares of successful companies, investors can benefit from potential capital gains as the value of their shares appreciates.

A company share, also known as a stock, represents ownership in a company. When an individual or entity purchases a share of a company, they are essentially buying a small piece of that company. Shareholders have the right to vote on important decisions affecting the company, such as electing board members or approving major business transactions. They also have the potential to receive dividends, which are payments made by the company to its shareholders as a share of the company’s profits.

Shares of a company are traded on stock exchanges, where investors can buy and sell them. The price of a company’s shares can fluctuate based on a variety of factors, including the company’s financial performance, overall market conditions, and investor sentiment. Investors can make money by buying shares of a company when they believe its stock price will increase and selling them at a higher price later on. On the other hand, if the company’s stock price decreases, investors may incur losses.

Company shares are a popular investment option for individuals looking to grow their wealth over time. By investing in shares of successful companies, investors can benefit from potential capital gains as the value of their shares appreciates. However, it is important for investors to conduct thorough research and consider their risk tolerance before investing in shares, as the value of shares can also decline, resulting in potential losses. Overall, company shares provide an opportunity for individuals to participate in the growth and success of a company while potentially earning a return on their investment.

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Type of share

Companies issue several types of shares to suit different investor preferences and to raise funds with varying rights and risks. Here’s a breakdown of the most common types:

1. Ordinary Shares (also called Common Stock)

  • Most Common: These represent the basic ownership unit of a company.
  • Voting Rights: Ordinary shareholders typically have the right to vote on key company matters like electing directors, mergers, and major corporate changes.
  • Dividends: Entitled to receive dividends, but payments are not guaranteed and depend on the company’s profitability.
  • Residual Claim: In case of liquidation, ordinary shareholders receive any remaining assets after creditors and preference shareholders are paid.

2. Preference Shares

  • Priority on Dividends: Receive a fixed dividend before ordinary shareholders, if the company is profitable.
  • Priority in Liquidation: Have priority over ordinary shareholders in the repayment of capital if the company winds up.
  • Limited/No Voting Rights: Often have no or limited voting rights compared to ordinary shares.
  • Different Subtypes: Can come in various forms like:
    • Cumulative Preference Shares: Missed dividends accumulate and must be paid in full before future dividends to ordinary shareholders.
    • Convertible Preference Shares: Can be converted into ordinary shares at a specific time or under certain conditions.

3. Redeemable Shares

  • Company Can Buy Back: The company has the option to buy back (redeem) these shares at a future date or under specific conditions.
  • Flexibility: Gives the company flexibility in managing its capital structure.

4. Non-Voting Shares

  • No Voting Rights: As the name suggests, these shares do not carry voting rights in company decisions.
  • Dividends: May still be entitled to dividends on par with or even at a higher rate than ordinary shares.

5. Other Types

  • Deferred Shares: Shares entitled to dividends and capital only after other classes of shares are paid.
  • Alphabet Shares: Different classes of shares (e.g., Class A, Class B) issued with varying voting rights or dividend structures, often used by tech companies to retain control for founders.

1. Classification by Class of Shares

  • Ordinary Shareholders: The most common type. They hold ordinary shares (also called common stock) with typical rights like voting, dividends, and a claim on the company’s assets in the event of liquidation (after creditors and any preferential shareholders are paid).
  • Preference Shareholders: Their shares give them priority over ordinary shareholders in terms of dividends and repayment of capital if the company is liquidated. However, they often have limited or no voting rights.

2. Classification by Control

  • Majority Shareholders: A shareholder (or a group acting together) holding more than 50% of the company’s shares, giving them significant control over company decisions.
  • Minority Shareholders: Shareholders with less than 50% ownership. They have less individual influence on company decisions.

3. Classification by Involvement

  • Insider Shareholders: Directors, officers, or employees of the company who own shares. They may have access to inside information.
  • Non-Insider (or Outside) Shareholders: Individuals or institutions who invest in the company but are not involved with its operations.

4. Classification by Investment Approach

  • Institutional Investors: Large organizations (e.g., pension funds, mutual funds, insurance companies) that invest significant amounts in company shares.
  • Retail Investors: Individual investors who generally buy and sell smaller amounts of shares.

5. Other Classifications

  • Founding Shareholders: The original individuals who set up the company.
  • Strategic Shareholders: Another company investing in shares to gain a strategic interest or partnership.
  • Active Shareholders: Shareholders who take an active role in monitoring the company’s management and influencing decisions.
  • Passive Shareholders: Shareholders who invest for the long term but don’t actively participate in company governance.

You can also read : How to Register your Company/Business in Nigeria with CAC


Characteristics Of Company Shares

Here’s a breakdown of the key characteristics of company shares:

  1. Ownership Units: Shares represent fractional ownership of a company. A shareholder’s percentage of ownership is determined by the number of shares they hold out of the total shares issued.

  • Claims on Assets and Earnings: Shares provide several claims:

    • Dividends: Shareholders may be entitled to receive a portion of the company’s profits as dividends, but these are not guaranteed.
    • Capital Appreciation: If the company grows successfully, the value of its shares can potentially increase, benefiting shareholders who sell their shares.
    • Residual Claim: In the event of liquidation, shareholders have a claim on the company’s remaining assets after creditors and preference shareholders are paid.
  • Voting Rights: Ordinary shares usually carry voting rights, allowing shareholders to influence company decisions, such as:

    • Electing the board of directors
    • Approving mergers and acquisitions
    • Changes to the company’s constitution
  • Limited Liability: A crucial feature of shares is limited liability. Shareholders are generally liable for the company’s debts only up to the amount they have invested in their shares. Their personal assets are protected.

  • Transferability: Shares, especially those listed on a stock exchange, are generally transferable. This means shareholders can buy and sell their shares as desired, providing liquidity.

  • Risk: Investing in shares carries inherent risks. The value of shares can fluctuate based on market conditions, industry trends, and company-specific performance. There’s a possibility shareholders could lose part or all of their investment.

  • No Fixed Maturity: Unlike bonds, shares typically have no fixed maturity date. Shareholders can hold them indefinitely unless they decide to sell or the company is liquidated.



Characteristics Of  Company Debentures

Here’s a breakdown of the key characteristics of company debentures:

  1. Debt Instrument: Debentures represent borrowed capital for the company. Debenture holders are creditors of the company, not owners.

  • Fixed Interest Rate: Debentures typically carry a fixed interest rate that the company must pay periodically (e.g., annually or semi-annually), regardless of profitability.

  • Maturity Date: Debentures have a specified maturity date on which the company must repay the principal amount borrowed.

  • Security: Debentures can be either:

    • Secured: Backed by specific company assets as collateral.
    • Unsecured: Not backed by collateral, riskier for investors but often offer higher interest rates.
  • Priority Claim: Debenture holders have a priority claim over shareholders in the event of company liquidation. They must be repaid before any distributions are made to shareholders.

  • No Voting Rights: Debentures usually do not carry any voting rights. Debenture holders have no direct say in the company’s management or decision-making.

  • Transferability: Debentures, especially those listed on exchanges, are generally transferable. Investors can buy and sell debentures in the secondary market.

  • Financial Risk: Debentures increase a company’s financial risk. The obligation to pay interest and repay the principal can weigh on the company’s cash flow, especially if profits decline.

  • Tax Benefits: Interest payments on debentures are usually tax-deductible for the company, which can lower its overall tax burden


Comparing Company Shares And Debentures

Here’s a table outlining the key differences between company shares and debentures, followed by a more detailed explanation:

Characteristic Shares Debentures
Status Owners of the company Creditors of the company
Return Variable dividends (if profitable) and potential capital appreciation Fixed interest payments
Risk Higher risk – returns depend heavily on company performance Lower risk – fixed return, priority in repayment
Control Voting rights (usually for ordinary shares) No voting rights
Maturity No fixed maturity Specified maturity date
Priority in Liquidation Last to be paid Paid before shareholders
Tax Implications Dividends may have tax advantages depending on jurisdiction Interest payments are generally tax-deductible for the company

Detailed Explanation

  • Ownership vs. Debt: The fundamental difference is that shares represent ownership of a portion of the company, while debentures represent a loan to the company.
  • Risk and Return: Shares are riskier, as their value and dividends fluctuate with company performance. However, they offer the potential for higher returns through capital growth. Debentures offer a more predictable income stream with lower risk due to fixed interest and priority in repayment.
  • Control: Ordinary shareholders usually have voting rights, influencing company decisions. Debenture holders generally have no say in how the company is run.
  • Liquidation: If a company goes bankrupt, debenture holders have a priority claim on assets over shareholders. This means they are more likely to recoup some or all of their investment.


Meet Ogbeide Frank, popularly known as perere, a blogger who loves writing about finance and Tech. He studied Business administration at the Ambrose Alli University Ekpoma and Mobile Communication at Orange College Malaysia .Frank have worked as a banker and consultant in variety of Nigeria agencies

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