What is a “stockholder”?
A stockholder (also called a shareholder) is the legal owner of stock in a corporation, holding an equity interest that conveys both economic rights (dividends, share of liquidation proceeds) and governance rights (voting on shareholder matters). The term “stockholder” is more common in U.S. usage; “shareholder” is universal English. In modern corporate finance the two are synonymous.
Types of stockholders
- Common stockholders: the residual claim: lowest in the liquidation waterfall but unlimited upside.
- Preferred stockholders: investor class with negotiated economic preferences and protective provisions.
- Beneficial vs. record holders: beneficial owners control economically; record holders are listed on the company’s stock ledger (often a custodian for beneficial owners).
- Institutional vs. retail: institutional are funds, family offices, corporates; retail are individual investors.
Stockholder rights
- Vote on matters submitted to shareholders.
- Receive dividends if declared.
- Share in liquidation proceeds in the priority order set by the charter.
- Inspect corporate books and records (subject to “proper purpose” standards).
- Bring derivative actions on the company’s behalf in certain cases.
- Receive notices of shareholder meetings.
Stockholder vs. related concepts
- Stockholder vs. stakeholder: stockholders are legal owners; stakeholders include any party with an interest (employees, customers, suppliers, community).
- Stockholder vs. bondholder: bondholders are creditors with fixed claims; stockholders are owners with residual claims.
- Stockholder vs. founder: founders are typically stockholders but stockholders are not necessarily founders.
Under Turkish law
Under the Turkish Commercial Code (TTK), shareholders in joint stock companies hold core rights such as voting at the general assembly, dividend rights, liquidation share rights and information and inspection rights (TTK Article 433 et seq.). Additional rights of privileged shareholders are set by the articles of association. The share ledger (TTK Article 499) is the official record of shareholders.
Do: maintain a current stockholder ledger and cap table; ensure all stockholders sign appropriate agreements (charter, SHA, NDA).
Don’t: assume all stockholders have identical rights: class differences and SHA terms materially shape governance.
Sources. Turkish Commercial Code No. 6102. Statute links open the official consolidated Turkish texts on mevzuat.gov.tr.