
Authorized common stock refers to the total number of shares a company is legally allowed to issue. This number is set by the company's founders or board of directors when the company is first established.
The total number of shares is a key component of a company's capital structure and is used to determine the ownership percentage of shareholders. The number of shares can be increased or decreased over time through stock splits or mergers.
A company's authorized common stock can be used to raise capital for various purposes, such as expanding operations or paying off debt. The proceeds from the sale of shares can be used to fund these initiatives.
The authorized common stock is also used to determine the voting power of shareholders, with each share typically carrying one vote.
Authorized Common Stock Basics
Authorized common stock refers to the total number of shares a company can issue to its shareholders. This number is determined by the company's charter and is typically higher than the number of shares currently outstanding.
Authorized common stock serves as a ceiling for share issuance, preventing companies from diluting ownership beyond a predetermined point. This helps protect existing shareholders from excessive dilution.
The number of authorized common stock can be increased by the shareholders at annual meetings, provided a majority of the current shareholders vote for the change. This gives companies flexibility to potentially sell more shares at some point in the future.
Here are the key points about authorized common stock:
Companies often authorize more common stock than they initially need, providing room for future fundraising or employee compensation plans. This flexibility is a key benefit of authorized common stock.
The number of authorized common stock can be significantly higher than the number of shares previously issued and trading on the secondary market. This gives companies the flexibility to potentially sell more shares at some point in the future.
Importance and Considerations
Authorized common stock refers to the total number of shares a company is allowed to issue. This number is crucial for startups seeking venture capital, as it plays a key role in planning for future growth and fundraising rounds.
For startups, having a sufficient number of authorized shares allows them to issue new equity to investors without frequent shareholder approvals. This is particularly important for future funding rounds.
Authorized shares also impact employee stock options, SAFE notes, and stock option pools, which require available authorized shares for potential conversion or exercise.
A well-planned authorized share structure can signal to investors that the company has a clear vision for growth and capitalization, boosting investor confidence.
Here are some key considerations for startups to keep in mind:
Capital stock, which includes authorized shares, is important because it caps authorized shares via the corporate charter, protecting investors from dilution.
Management and Calculation
Authorized shares represent the total number of shares your startup is legally permitted to issue, as specified in its articles of incorporation.
This number sets the upper limit for your company's potential stock issuance. You can think of it as a cap on how many shares you can issue in the future.
Authorized shares are divided into two main categories: outstanding shares and treasury stock. Outstanding shares are the portion of authorized shares that have been issued and are currently held by shareholders.
The total value of the capital stock is determined by multiplying the total number of authorized shares by the par value per share. This calculation includes all authorized shares of common and preferred stocks, not just outstanding shares.
Cap Table Management
Managing your cap table is crucial for any startup. Authorized shares represent the total number of shares your startup is legally permitted to issue, as specified in its articles of incorporation.
This number sets the upper limit for your company's potential stock issuance. Authorized shares can be increased or decreased, but this process can be complex and time-consuming.
Authorized shares are separate from outstanding shares, which are the portion of authorized shares that have been issued and are currently held by shareholders. Outstanding shares include those held by founders, employees, and investors.
Understanding the difference between authorized and outstanding shares is essential for accurate cap table management.
How Is Calculated?

Calculating capital stock is a straightforward process that involves adding up all the authorized shares of common and preferred stocks. This includes both outstanding and unissued shares.
You'll also need to include treasury stock, which are shares that were previously issued but have been reacquired by the company. This is a crucial step, as it can significantly impact the total value of the capital stock.
To determine the total value, you'll multiply the total number of authorized shares by the par value per share. This will give you a clear picture of the company's capital stock.
Financial and Regulatory Aspects
Authorized common stock refers to the total number of shares a company is allowed to issue, and it plays a crucial role in a company's financial and regulatory aspects. Companies must adhere to various regulations regarding the management and reporting of their share structure.
Public companies must regularly report their outstanding share counts in quarterly and annual reports, as outlined by the SEC. This includes maintaining minimum share counts and meeting other listing requirements set by major stock exchanges. State laws also come into play, affecting the number of authorized shares and potentially influencing decisions on authorized share counts.
Here are some key regulatory aspects to consider:
Regulatory Considerations
As a company grows, it's essential to understand the regulatory considerations surrounding its share structure. Companies must adhere to various regulations regarding the management and reporting of their share structure.
Public companies must regularly report their outstanding share counts in quarterly and annual reports, as required by the SEC. This ensures transparency and accountability.
Stock exchange rules dictate that companies listed on major exchanges must maintain minimum share counts and meet other listing requirements. These rules vary by exchange, so it's crucial to check the specific requirements for your company.
State laws can also impact the number of authorized shares, potentially influencing decisions on authorized share counts. For example, the Delaware Franchise Tax is calculated based on the authorized share count, making it essential to consider this when making decisions.
Increasing authorized shares typically requires shareholder approval, as outlined in corporate bylaws and state laws. This ensures that existing shareholders have a say in the company's growth and direction.
Here's a summary of key regulatory aspects to consider:
- SEC filings: Quarterly and annual reports must include outstanding share counts.
- Stock exchange rules: Minimum share counts and listing requirements must be met.
- State laws: Authorized share counts can impact taxes and other requirements.
- Shareholder approvals: Increasing authorized shares typically requires shareholder approval.
Treasury and Relations

Repurchasing shares decreases the number of outstanding shares, potentially increasing earnings per share. This is a common practice among public companies, especially those with excess cash.
Treasury stock can be reissued later for various purposes, such as acquisitions, employee compensation, or to raise capital. This gives companies flexibility in their financial decisions.
Having fewer outstanding shares can increase the value of each share, as each shareholder owns a larger percentage of the company. This is a key consideration for public companies looking to boost their stock prices.
Here are the key benefits of treasury stock:
Overall, treasury stock can be a valuable tool for public companies looking to manage their finances and increase shareholder value.
Frequently Asked Questions
What is total number of shares of common stock?
The total number of shares of common stock is calculated by subtracting treasury stock from the total shares issued. This figure is typically found in the stockholders' equity section of the balance sheet.
What is the total number of shares authorized?
The total number of shares authorized is the maximum number of shares a company can issue to investors, as set by its charter or bylaws. This number represents the company's stock issuance limit.
Sources
- https://corporatefinanceinstitute.com/resources/equities/authorized-shares/
- https://kruzeconsulting.com/blog/outstanding-shares-vs-authorized-shares/
- https://www.financestrategists.com/wealth-management/stocks/authorized-stock/
- https://www.liberatedstocktrader.com/what-is-capital-stock/
- https://velawood.com/understanding-authorized-issued-and-reserved-shares/
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