He decides he needs to authorize more shares in order to attract more investors and obtain more capital so he can upgrade his computer system, buy larger office space and hire more employees. Every tech startup in the US incorporates as a Delaware C Corp with 10,000,000 shares of Common Stock at the date of founding. Authorized stock is the maximum number of shares that a corporation is legally permitted to issue, as specified in its articles of incorporation. The number of authorized shares can be changed by way of a vote from shareholders, typically during the annual shareholder meeting.

This portion of the authorized shares cannot be issued to investors and shareholders because it is restricted. The purpose of restricting these shares is to use them for other things, which includes employee incentives. The total number of a company’s shares available for trading is known as float. The quoted examples assume that the number of issued shares is at the maximum number of authorized shares. Out of a company’s 10 million authorized shares, founders are typically issued anywhere from 5 to 7 million shares.

Rules on the Number of Authorized Shares

If you hope to go public at a later date, authorizing a few million shares has its advantages. Lastly, there is value in keeping the price per share lower from the standpoint of attracting outside investors. Angels and venture capital investors in a company’s first round of equity financing ordinarily like to think they are getting in on the ground floor, or something close to it.

• An increase is likely to happen if the number of outstanding shares is almost equal to or equal to the authorized shares.
• As part of the closing process, the board of directors will authorize the issuance of a new class of preferred shares when the startup company goes to raise a series A or later round of equity financing.
• The key is to have enough shares to issue additional shares to incentivize employees and to raise funds from investors without immediately having to amend your charter every time you wish to issue additional shares.
• To help you here, we have covered the different types of share classes below.
• The number of shares actually available to trade is known as thefloat.
• If you have questions about authorized stocks, stock options or valuation, you can post your question or concern on UpCounsel’s marketplace.

It’s hard to grant someone 0.25% equity if you only have 100 outstanding shares. Unissued stock is a term used to describe shares a company is authorized how many shares to authorize at startup to issue but which have never been sold to investors. No, a company is limited to issuing only the quantity of shares it is authorized to issue.

How Do You Calculate Outstanding Shares?

Third, it must be able to comply with state and federal securities regulations for the issuance. For public companies, the number of outstanding or issued shares is publicly disclosed through required regulatory filings. The number of shares actually available to trade is known as thefloat. There are alsorestricted shares, which are part of a company’s authorized shares. These shares are set aside for employee compensation and incentives.

The more shares you own, the bigger the part of profits you’re entitled to. Changes like these, especially increasing the amount of authorized shares, are not uncommon. Since 2004, Facebook has made approximately 18 amendments to its Articles of Incorporation. Some of those amendments include changing the number of authorized shares and changing the name from The Facebook to Facebook. As the company grows, it is typical for a company to amend the number of authorized shares.

Rights of Stockholders in a Small Business

An option on 1 percent of a 500-share company means five shares; with 5 million authorized shares, a 1 percent option means 5,000 shares. It’s the same amount of power, but even savvy employees may feel more impressed at the larger number. One of the advantages of incorporating is the ability to raise money by issuing shares. Your articles of incorporation can authorize as many shares as you think you’ll need. If you’re a privately held corporation with no plans to go public, setting the number of authorized shares at one per owner is fine.

You set the number of authorized shares at 15 million, award each of you 1 million, then issue the remaining 10 million in your IPO later. If you’d only authorized 5 million shares, Cooley Go says, issuing more would require board and stockholder votes, plus paperwork with your state of incorporation. If you were then to attempt to lure a developer with a grant of options totaling, say, 1%, this would amount to 10 shares and, in addition, take up 5% of your pool. When your company initially incorporates, you’ll authorize a specific number of shares.