Converting Equity Shares to Preference Shares A Strategic Transition

how to change equity shares to preference shares


Equity shares and preference shares are two fundamental forms of ownership in a company. Each serves a distinct purpose, catering to diverse investor preferences and strategic goals. However, there are instances where a company might consider converting equity shares into preference shares. This strategic transition can impact the company’s capital structure, governance, and investor relationships. In this article, we will delve into the reasons behind such a conversion, the process involved, and the potential implications for stakeholders.

Understanding Equity and Preference Shares

Equity shares represent ownership in a company and entitle shareholders to a proportion of profits, voting rights, and residual assets in case of liquidation. Preference shares, on the other hand, come with a fixed dividend and hold priority over equity shares in receiving dividends and liquidation proceeds. Preference shareholders usually do not enjoy voting rights to the same extent as equity shareholders.

Reasons for Conversion

  • Financial Restructuring Companies might opt for a conversion from equity to preference shares as part of a broader financial restructuring strategy. This could be driven by the desire to reduce debt levels, enhance liquidity, or optimize the company’s capital structure.
  • Stable Dividend Distribution Converting equity shares to preference shares can help in ensuring a stable and predictable dividend distribution to investors. This could be particularly appealing to investors seeking consistent income streams.
  • Investor Preferences Companies might choose to convert shares to accommodate investor preferences. Some investors, especially those who prioritize income over voting rights, might prefer the steady income offered by preference shares.
  • Reducing Dilution Conversions could be aimed at reducing equity dilution, especially if the company has been consistently issuing new equity to raise capital. By issuing preference shares, the company can raise funds without further diluting the voting rights of existing equity shareholders.

Conversion Process

The conversion of equity shares to preference shares involves several steps, including

  • Board Approval The process typically begins with the company’s board of directors passing a resolution in favor of the conversion. This decision is often influenced by factors such as investor demand, financial strategy, and prevailing market conditions.
  • Shareholder Approval Shareholders, especially equity shareholders who will be directly affected by the conversion, may need to approve the decision through a vote in accordance with regulatory requirements and the company’s articles of association.
  • Drafting a New Prospectus If required by regulations, a new prospectus or offer document outlining the terms and conditions of the preference shares is prepared and submitted to regulatory authorities for approval.
  • Issuance of Preference Shares Once approvals are in place, the company can proceed with issuing preference shares to existing equity shareholders. These shares will carry the predetermined dividend rate and other rights as specified.
  • Updating Records The company must update its records to reflect the changes in ownership structure resulting from the conversion. This includes updating shareholder records, notifying regulatory bodies, and making necessary changes to financial reporting.

Implications for Stakeholders

  • Equity Shareholders Existing equity shareholders might experience a reduction in their ownership stake as a result of the conversion. However, they could benefit from reduced dilution in the future and potential capital appreciation if the company’s financial health improves.
  • Preference Shareholders Preference shareholders gain a more predictable income stream through fixed dividends, although they might not enjoy the same voting rights as equity shareholders.
  • Company The company benefits from the potential to attract a different set of investors, optimize its capital structure, and align its financial strategy with market demands.


Which is better equity shares or preference shares?

Preference Shares are eligible to get converted into Equity Shares. Equity Shares can never be eligible to get converted into Preference Shares. Preference Shareholders are at a lower risk compared to Equity Shareholders. Equity Shareholders are at a higher risk compared to Preference Shareholders.

Which is more risky equity or preference shares?

At the same time, preference shares do not pose any threat and are safer than equity shares. Equity shareholders have no claim over the arrears of the dividends, whereas preference shares claim over the arrears of the dividends. Equity shares do not come under redemption till the lifetime presence of the company.


Converting equity shares to preference shares is a strategic move that companies might consider for a variety of reasons, ranging from financial restructuring to accommodating investor preferences. The process involves careful planning, regulatory compliance, and shareholder consensus. While the conversion can alter the dynamics of ownership and governance, it can also offer benefits such as stable dividend distribution and reduced equity dilution. As with any major financial decision, companies must thoroughly evaluate the implications and consult with legal and financial experts before proceeding with such a transformation.

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