North Carolina Authority to Issue Additional Shares
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How to fill out Authority To Issue Additional Shares?
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FAQ
Action without meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this Chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board.
§ 55-11-01. Merger. (a) One or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by G.S. 55-11-03) approve a plan of merger.
It isn't possible to raise shares to shareholders beyond the authorised share capital of a company. Therefore, companies are commonly registered with capital which goes way beyond their current financing needs and it isn't completely used by management.
Can a Company Issue More Shares Than Authorized? No, a company is limited to issuing only the quantity of shares it is authorized to issue.
In California, a corporation must authorize at least one share but may authorize any number.
For example, if a company issued unauthorized shares, the relevant shareholder's votes would be meaningless and the actions on behalf of the votes could be found to be meaningless as well.
Stock dilution can help raise money for the next stage of growth. It can also help a company just meet its overhead. Essentially, the company can just issue more shares to the market as a secondary offering to attract investors.
The corporation is not obliged to issue all authorized shares, but it may not issue more than the total without amending the articles of incorporation. The total of stock sold to investors is the issued stock of the corporation; the issued stock in the hands of all shareholders is called outstanding stock.