authorized shares vs outstanding shares

Issued and outstanding shares are those shares that have actually been sold, granted or otherwise distributed from the corporation to its stockholders. This will always be less than or equal to the number of authorized shares. Corporations typically keep a cushion of authorized but unissued shares “on the shelf” to allow for future share issuances. Next our example company sells some percentage of the authorized shares to the public, possibly via an inital public offering . The company chooses to sell 10% of the authorized shares to the public. In addition, as part of going public, the company grants 10% of the authorized shares to employees etc., but these people cannot sell their shares for six months. So after the IPO, 200,000 shares are publicly held, and the rest is in the company treasury.

Sometimes a company may realize that its shares are undervalued in the market following a share issue. In such an instance, a share repurchase may be exercised income summary in order to send a signal to the market that the shares are undervalued. Following the repurchase, the number of outstanding shares will reduce.

However, due to various restrictions placed on the employees, their share holdings cannot be traded. While the restriction on insiders is in force, just 100,000 shares are available for trading, so the float is 100,000 shares. While outstanding shares of stock are those that can be purchased or sold on the secondary market, treasury shares are those that are held by the company what are retained earnings and are not available in the open market. The total number of issued shares is the sum of the outstanding shares and the treasury shares. Changing the number of authorized shares of stock requires a change to the firm’s articles of incorporation. This involves a company board meeting and shareholder vote, followed by formal changes to the articles authorizing additional shares.

What Are Authorized Shares?

For example, a company may specify 10 million shares as the authorized number of shares in its incorporation documents. However, it may issue only 10 percent of the authorized amount when it lists on a stock market because the proceeds would be sufficient to fund operations. The accounting records would note the number of authorized shares but use the outstanding share count for calculating shareholders’ equity. Issued shares refer to the totality of a company’s shares that have been issued or allocated to the company’s shareholders, this number of shares are recorded in the company’s annual report. Issued shares are shares of a company that have been given to shareholders either as a form of compensation or during issuance of shares. Shares held by shareholders which comprises of investors, company insiders, institutional investors and the general public are issued shares. In certain cases, a company can buy back its shares issued to investors and keep as treasury shares.

Paying dividends to these shares would be a meaningless act, since the company would be paying cash to itself. So, from a cash-flow and voting perspective, these shares essentially do not exist. The number of issued shares is not necessarily the number in circulation – that is, available to be bought or sold. “Outstanding” stock refers to shares that have been issued and remain in the public’s hands. It’s simply the number of issued shares minus the number that the company has bought back and is currently holding.

The more you know the better, and if you fully understood this guide, you are another rung higher on the investors ladder. If a company does buy back stocks, those still remain issued, since they were held by the public at some point. The only way this can be done is by holding a vote among the existing shareholders. This may be done, and they may agree, in times when a company needs to raise extra cash, such as when in financial difficulties. It’s something many investors don’t even know about until they are presented with the choice between different types of shares, or are sitting on the other side of the table and trying to take a company public.

authorized shares vs outstanding shares

Hunkar Ozyasar is the former high-yield bond strategist for Deutsche Bank. He holds a Master of Business Administration from Kellogg Graduate School. The value of a corporation is reflected in its stock, and it is the goal of every budding entrepreneur to make his or her corporation, and the stock in the corporation, worth something. A corporation also uses its stock as an incentive retained earnings to attract talented individuals who can help build the value of the corporation. In addition, stock can be a currency for buying assets, such as intellectual property, that add value to the corporation’s portfolio. UpCounsel is an interactive online service that makes it faster and easier for businesses to find and hire legal help solely based on their preferences.

Debt To Equity Ratio

This number cannot be greater than the number of authorized shares. Practices vary, but we typically issue between 5 and 10 million shares to the initial capitalization table (i.e., founding team and stock option pool). They are mostly less than the issued shares except for the Companies which do not have treasury stock.

Restricted shares serve as a great motivational tool for employees because, after receiving the shares, they automatically become owners of the company and, thus, receive voting rights. They will then feel more responsible for the company and its overall performance. It produces more motivation for them to work hard and achieve further corporate goals because it will proportionally make an impact on their worth as shareholders. Stock warrants are options issued by a company that trade on an exchange and give investors the right to purchase company stock at a specific price within a specified time period. When an investor exercises a warrant, they purchase the stock, and the proceeds are a source of capital for the company. Shares represent a shareholder’s ownership interest in a corporation.

Investors or shareholders who were issued shares through a secondary offering or those that purchased shares when a company starts can claim a portion of the company’s ownership. Using the fully diluted calculation or method, a company’s ownership can be estimated. BasisIssued SharesOutstanding SharesDefinitionInvestors and shareholders of the Company hold these shares. They also include the shares held by the Company in the treasury after it buys back its shares.It is a share issued minus the shares held in the treasury.

So we suggest you follow this common practice when getting things set up. In other industries, you often see corporations use much lower numbers, like 1,000 shares. It’s just optics of course, but we would rather grant someone 50,000 shares. Both represent 1%, but 50,000 shares feels better to the recipient. An option is a derivative contract that gives the holder the right, but not the obligation, to buy or sell an asset by a certain date at a specified price. Restricted shares are shares granted to mainly corporate officers, directors, and other senior executives.

  • Publicly traded firms can have thousands or millions of shares issued.
  • A corporation also uses its stock as an incentive to attract talented individuals who can help build the value of the corporation.
  • Knowing the number of outstanding shares a company has issued, as well as the types of shares, is all part of making smart investment decisions.
  • The number of shares that a company issues or allocates to its shareholders are recorded as capital stock or owners equity in the company’s balance sheet.
  • Subsequently, these shares will be traded in primary or secondary stock exchanges.
  • Based in St. Petersburg, Fla., Karen Rogers covers the financial markets for several online publications.

Outstanding shares differ from treasury shares, which are held by the company and are not available on the open market. Preferred shares are a type of security that is similar to common shares. The main difference is that preferred shares have a priority claim over the common shares on a company’s assets and earnings. Key Financial Ratios Of The CompanyFinancial ratios are indications of a company’s financial performance.

Common Vs Authorized Stock Issues

Share capital holds the weight equivalent to the importance of electricity in the house. Any activity, operations, decisions, strategy till vision and mission of the company are highly dependent on the availability of the share capital with the company. The share capital is the unit of the company’s ownership obtained instead of monetary payment or on performing any specific obligation. The share capital is the main source of money for the operations of the company. In India, Share capital is needed to be maintained under the statutory provisions of the Companies Act, and any non-compliance with the same will result in penalty or imprisonment or both. Also, SEBI has its own prescribed guidelines to control the movement as well as trading of the capital of the companies whose shares are listed on the stock exchange. Companies may issue different classes of shares, the most common being “common” or “ordinary shares.” The different types of shares denote different rights for the shareholder.

These changes to the number of shares positively affect the Earnings per Share . In addition to the share repurchase, share splits and share consolidations can be exercised on outstanding shares. These are the number of shares remaining following a share repurchase. If the company does not exercise a share repurchase, then the number of issued shares will be equal to the number of outstanding shares. Founders should note that with a standard fully diluted calculation, shares are by definition overstated by a bit. Holding back from allocating all issued shares can leave shares in the option pool to incentivize future employees and key hires.

authorized shares vs outstanding shares

If you issue so many or so few shares that your capitalization looks odd, you can do a stock split to increase your outstanding shares pro rata, or a reverse split to decrease pro rata. And if you have too few shares authorized, you can amend your charter to increase it.

What Does It Mean When Shares Are Outstanding?

Our offices are conveniently located along the Camelback corridor in Phoenix’s financial district, a few blocks from the Biltmore Fashion Park and Camelback Esplanade. In this case there are 15 billion authorized shares, and 13.4 billion outstanding shares. One important point to note about outstanding shares is that they differ from issued shares, which are similar, but not exactly the same. Issued and outstanding refers to the number of shares actually issued by a company to shareholders, and does not include shares that others may have an option to purchase.


The number of shares actually available to trade is known as float. In addition, restricted shares, which are reserved for employee compensation and incentives, are also part of authorized shares. The total number of a company’s outstanding shares as seen in the balance sheet is the sum of float and restricted shares. If outstanding shares are less than authorized shares, the difference is what the company retains in its treasury. A company that issues all of its authorized stock will have its outstanding shares equal to authorized shares. Outstanding shares can never exceed the authorized number, since the authorized shares total is the maximum number of shares that a company can issue.

The authorized number of shares is the maximum number the company can sell. However, the company is not obligated to make that many shares available. For example,a company might have 5 million authorized shares but only sell 3.5 million of those shares to the public during its initial public offering. The authorized shares vs outstanding shares company can sell more shares, up the the maximum, at a secondary offering if necessary to raise cash. A business owner must take into account not only how many shares of stock the company needs at the time it incorporates, but how many it might need in the future as the company grows and adds investors.

You may also see outstanding shares used as a variable in financial ratios, making them important for fundamental analysis. … Only a majority vote by the shareholders can increase or decrease the number of authorized shares. Often, a company does not issue all of its authorized shares at once. An Ltd having an authorized share capital of 10 lakhs of Rs 10 each. An Ltd goes for the public raising of the funds, in which they raise Rs 60 lakhs by issuing 6 lakh shares. Here, 6 lakh shares will be termed as issued shares, and 4 lakh shares will be termed as outstanding shares.

It may be more difficult for a shareholder to sell shares quickly, thus taking a larger loss than desired if the stock price drops. “Authorized shares”refers to the number of shares the corporation is allowed to issue under its certificate or articles of incorporation. Preferred shares are senior to common shares because the holders of preferred shares are prioritized over the common shareholders in dividend payments. Holders of common shares have the right to claim a certain portion of a company’s earnings.

They can be equal to issued shares only if the treasury stock is zero. The remaining authorized but unissued shares are available in the event a corporation needs to issue more shares. Shares outstanding refers to the number of shares of common stock a company has issued to investors and company executives. The number is used to calculate many common financial metrics, such as earnings per share and market capitalization. There are multiple options for calculating the total number of outstanding shares. The calculation may include just the issued shares, or it may include all promises or obligations to issue shares. This is known as a Fully-diluted basis for calculating outstanding shares.

A company cannot issue more shares than the company has the authorization to issue as indicated in the company’s articles of incorporation. Corporations are not required to issue all authorized shares, which allows the company to hold some shares until a later time when capital needs become more pressing. Shares issued refers to the number of shares that have been created and are held either by the issuing company itself or stockholders. Back in the day, textbooks would simply say that shares issued equals the number of shares that have been printed. Today, however, most shares exist as only an entry in a computerized system. In most cases, companies obtain approval for more shares than they intend to issue right away. Businesses do so to avoid having to wait for approval if an immediate need for cash arises and stocks must be issued and sold quickly.

After all of the authorized stocks have been issued, the company needs to get more authorized in order to take on new investors. E.g. A startup has pre-money valuation of $10m, 1,000,000 issued shares and 1,000,000 options outstanding (i.e. granted and vested but not exercised). It’s important to note that the number of preferred shares is not a part of the authorized share number. The firm serves corporate and individual clients throughout Arizona, the United States, and internationally.

How Does Buying Back Stock Affect Stockholders Equity?

To raise share capital, there are various procedures that every company has to follow. By way of Initial Public Offering , companies are raising their funds to carry out the operations of the company. The said capital can be raised only up to the authorized share capital, which means the monetary amount up to which the company can raise funds from the public in the form of capital during its whole life.

You may believe that the discrete number of authorized shares is less important than the percentage breakdown of ownership stakes. There are a few reasons this might occur, including the desire among bigger shareholders to consolidate ownership, and for accounting reasons such as boosting financial ratios. Larger companies can decide to authorize as many stocks as they wish, while there are some limits in place for smaller firms. The only way to change this number later on is by holding a vote including the current stockholders. Even the fully diluted number may not take into account outstanding convertible securities that are waiting to be converted into stock at a future milestone. For a more complete understanding, in addition to asking about the fully-diluted capitalization you can ask about any convertible securities outstanding that are not included in that number.