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Issued shares are the total number of shares a company has authorized, whereas outstanding shares are the actual number of shares that have been issued and are currently held by shareholders.
Issued shares can exceed outstanding shares if a company has authorized more shares than it has issued. For example, a company may have authorized 10 million shares but only issued 5 million, leaving 5 million authorized but unissued shares.
Authorized but unissued shares can be used to raise capital or reward employees through stock options.
On a similar theme: Stocks Are Issued Outstanding Treasury or
What Are Stock?
Stock is essentially a unit of ownership in a company, represented by a certificate or digital entry.
Outstanding shares of stock are the total amount of company stock that has ever been issued and is currently owned by stockholders or external parties.
The owners of outstanding shares have the right to receive dividends, which is a payment made by the company to its shareholders.
In most companies, the number of issued shares and outstanding shares is the same, but in larger companies, issued shares may be higher than outstanding shares due to buybacks or unissued shares.
This means that some companies may hold onto more shares than they actually own, which can be a common practice in the corporate world.
For another approach, see: Why Do Companies Buy Back Shares of Their Own Stock
Issued vs Outstanding Shares
Issued shares are the total number of shares a company can legally issue, while issued shares are the number the company has issued to date.
The number of authorized and issued shares may be the same or different, in which case there would be more authorized than issued shares.
Authorized shares are the maximum number of shares a company can issue, while outstanding shares are the number of shares that have already been issued.
Outstanding shares are calculated by subtracting the number of shares held in treasury or that have not yet been issued, also called unissued shares, from the number of shares held by outside parties.
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The key differences between authorized shares and outstanding shares are:
Outstanding shares are the shares with the shareholders, i.e., it does not include the shares repurchased by the Company. Thus, subtracting treasury shares from the issued shares will give outstanding shares.
Issued shares include shares held in treasury, while outstanding shares do not include treasury stock.
Outstanding shares help determine the voting power in the Company for each shareholder and the total number of voting shares.
Outstanding shares are less than or equal to issued shares. They are mostly less than the issued shares except for the Companies which do not have treasury stock. In the latter case, the outstanding shares will equal the issued ones.
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The financial statements don't report outstanding shares, while they do report issued shares.
Outstanding shares are used to measure the performance of the Company and find key ratios on a per-share basis, while issued shares do not give a complete picture of the company's financial performance while measuring key ratios on a per-share basis.
Understanding Share Structure
Understanding Share Structure is crucial when it comes to understanding issued vs outstanding shares. The number of outstanding shares is the portion of authorized shares that have been issued and are currently held by shareholders, including company insiders, institutional investors, and public investors.
Authorized shares are the number of shares a corporation is legally allowed to issue, while outstanding shares are the ones already issued in the market. The key difference between the two is that authorized shares are the maximum number of shares a company can issue, whereas outstanding shares are the actual number of shares that have been issued.
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A company can issue all its authorized shares but still have excess authorized shares, which can be issued with much less effort. This is because issuing excess authorized shares requires only the approval of the board of directors, whereas authorizing new shares requires a board and stockholder vote, and then a document to be filed.
The number of issued shares is recorded on a company's balance sheet as capital stock or owners' equity, while the shares outstanding (issued shares minus any shares in the treasury) are listed on the company's quarterly filings with the Securities and Exchange Commission.
Here's a simple equation to calculate outstanding shares:
Outstanding shares = Issued shares – Treasury stock
For example, if a company has 50,000 issued shares and buys back 2,000 shares, the outstanding shares would be:
Outstanding shares = 50,000 – 2,000 = 48,000
The number of outstanding shares can change due to new stock issuances, buybacks, or conversions of other securities like SAFE notes. It's essential to keep your cap table updated to reflect these changes.
The number of outstanding shares is used to calculate a company's valuation, a crucial metric for fundraising and financial planning. Holders of outstanding shares typically have voting rights in corporate decisions, and the count of outstanding shares can change due to new stock issuances, buybacks, or conversions of other securities.
Additional reading: What Makes Share Prices Go up and down
Here's a summary of the key points to understand share structure:
- Authorized shares are the maximum number of shares a company can issue
- Outstanding shares are the actual number of shares that have been issued
- The number of outstanding shares can change due to new stock issuances, buybacks, or conversions of other securities
- The number of outstanding shares is used to calculate a company's valuation
- Holders of outstanding shares typically have voting rights in corporate decisions
Market Impact and Considerations
Having a well-planned authorized share structure can signal to investors that the company has a clear vision for growth and capitalization.
Public companies care about how they manage their shares outstanding, as it affects their capitalization, which is calculated by multiplying the current stock price by the number of outstanding shares.
For startups, having a sufficient number of authorized shares can provide flexibility for future funding rounds, mergers and acquisitions, and employee stock options.
Explore further: Thin Capitalization Rules
Market Capitalization Impact
A public company's capitalization is calculated by multiplying the current stock price by the number of outstanding shares.
This calculation is crucial because it directly affects the company's market value.
For your interest: The Money Obtained by a Company from Selling Corporate Bonds
Regulatory Considerations
Regulatory considerations play a crucial role in shaping a company's market impact. 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 mandated by the SEC. This is a critical aspect of maintaining transparency and accountability.
Check this out: Companies with Share Buybacks
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Companies listed on major exchanges must maintain minimum share counts and meet other listing requirements, which can be a challenge for startups. Meeting these requirements can be a significant hurdle for companies looking to go public.
State laws can also affect the number of authorized shares, potentially influencing decisions on authorized share counts. For instance, the Delaware Franchise Tax can impact a company's taxes.
Increasing authorized shares typically requires shareholder approval, as outlined in corporate bylaws and state laws. This is a crucial step in ensuring that all stakeholders are on board with the company's growth plans.
Here are some key regulatory aspects to consider:
Initial Public Offerings (IPOs)
When an investment bank establishes the initial public offering (IPO) of a company, they'll state the specific number of outstanding shares. This is an important part of how investors calculate metrics for a corporation.
Outstanding shares are used to calculate cash flow and earnings per share, but be aware that if you use outstanding share counts to calculate earnings per share, the numbers may be inflated.
Publicly traded companies must meet several reporting requirements, including listing company stock in their balance sheet. This means they'll need to provide information on their outstanding and issued shares on their website or on the website of a local stock exchange.
In fact, publicly traded companies are required to keep their cap table current, which includes updating their outstanding shares after funding rounds or employee stock grants. It's best to use cap table management software to stay on top of these changes.
Here's a key point to remember: the number of outstanding shares cannot be higher than the number of authorized shares.
Explore further: Publicly Traded Companies Financial Statements
Takeaways
Issued shares are a company's equity shares, held by investors and insiders, and put in reserve for employee compensation. They factor in treasury shares, which are stock a company buys back from shareholders.
The number of shares issued must be authorized and approved by a company's board of directors (BofD). Issued shares can be contrasted with unissued ones, which have been authorized for future offerings but have not yet been issued.
Here's a key difference between issued and outstanding shares: issued shares include treasury shares, while outstanding shares do not. This means that outstanding shares only account for the shares available for purchase by investors.
Treasury shares, also known as treasury stock, are shares that a company has bought back from its shareholders. These shares are not available for purchase by investors, but are instead held by the company. For example, in the case of Company A, they issued 25,800 shares, but also held 5,500 shares in their treasury.
For another approach, see: Private Equity Retail Investors
Sources
- https://kruzeconsulting.com/blog/outstanding-shares-vs-authorized-shares/
- https://www.upcounsel.com/issued-shares-vs-outstanding-shares
- https://www.wallstreetmojo.com/outstanding-shares-stocks/
- https://www.investopedia.com/terms/i/issuedshares.asp
- https://www.wallstreetmojo.com/issued-vs-outstanding-shares/
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