Authorized Shares vs. Outstanding Shares: An Overview

Understanding stock market terminology allows investors to make appropriate, intelligent decisions. As it relates to company stocks, knowing the difference between authorized shares and outstanding shares is relevant in accurately calculating important ratios that speak to the financial stability of a company.

Key Takeaways

  • Authorized shares are the maximum number of shares a company is allowed to issue to investors, as laid out in its articles of incorporation.
  • Outstanding shares are the actual shares issued or sold to investors from the available number of authorized shares.
  • Understanding the difference between the two types of shares allows for more accurate calculations of financial ratios and a better understanding of a company's financial stability.

Authorized Shares

Authorized shares, (also known as authorized stock or authorized capital stock), are defined as the maximum number of shares that a company is legally allowed to issue to investors, as per its own determinations. The maximum number is established in a company's legal formation documents, known as the articles of incorporation.

There is no limit as to the total number of shares that can be authorized within these documents for a larger company, while smaller companies that do not plan to expand or that have a set number of shareholders are limited to the number of authorized shares that they designate. For a company that does not have an authorized shares restriction, the articles of incorporation may authorize one share or millions of shares.

The number of authorized shares can be changed by way of a vote from shareholders, typically during the annual shareholder meeting.

The number of shares actually available to trade is known as float. There are also restricted shares, which are set aside for employee compensation and incentives. Restricted shares 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.

Outstanding Shares

Shares that are issued or sold to investors from the available number of authorized shares are known as outstanding shares. The number of outstanding shares is set by the investment bank that implements a company’s initial public offering (IPO), but the number can change. A secondary stock market offering can increase the number of outstanding shares, as can payment of employee stock options. Outstanding shares decrease when a company repurchases its own stock. The total number of outstanding shares cannot be greater than the total number of authorized shares as laid out in a company's articles of incorporation.

For investors, understanding the difference between authorized and outstanding shares allows for more accurate calculations of financial ratios. For instance, using outstanding shares to determine earnings per share (EPS) could result in inflated gains, while using authorized shares may drastically offset a realized loss. Investors should have a strong understanding of these underlying terms in order to make correct calculations on a company’s financial stability and performance.