Home Blog What are Outstanding Shares?

What are Outstanding Shares?

This page explains outstanding shares, key terms, how to calculate them, and how a lawyer from ContractsCounsel can provide clarity and guidance.

Jump to Section

Quick Facts — C Corp Lawyers

Outstanding shares, also known as issued shares or floating shares, mean the total number of company stock owned by shareholders and the public. These outstanding shares are traded actively on the stock exchange and determine ownership interests in a company. Furthermore, these outstanding shares do not include unissued stocks (those that haven’t been allocated to investors yet) or treasury stocks (stocks that have been reacquired by the company). This blog post will cover outstanding shares, their computation, and the effect thereof on stock price, among other things.

Types of Outstanding Shares

The analysis of ownership structure is important for understanding how a firm operates, with outstanding shares playing a key role in this analysis. It includes all holders, including both institutional and individual shareholders. Consequently, these types may be classified into distinct groups, each with unique characteristics and implications for investors. Here are typical types of outstanding shares.

  • Common Shares: Commonly referred to as ordinary stock, common shares constitute the majority of publicly traded companies’ outstanding stocks. They enable stakeholders to vote, thus participating in decision-making processes such as electing directors and approving fundamental corporate actions. Notwithstanding common shareholders may receive dividends, but distribution is generally at the discretion of the company subject to profitability performance and management decisions.
  • Preferred Shares: Preferred stock represents an independent class with specific preferences as well as privileges accorded by its proprietors. Unlike ordinary equity capital, where voting rights apply, preferred stocks usually lack such privileges. Hence, the holder has no say over management policies within an entity. However, they rank higher than general stakeholders in terms of claims against property or revenue belonging to an organization’s structure. Preferred shareholders mostly earn fixed dividends ahead of distributions made to common ones only before bankruptcy occurs or when it ends up liquidating its assets.
  • Treasury Shares: Treasury Stocks, also called re-acquired shares, are previously issued securities that have been bought back by a corporation and thus retained within its own portfolio. Voting powers fall away, and no dividend rights accrue from this group of securities. Share buybacks can achieve treasury shares or as a result of canceling previously issued stocks and later reallocating to employees as additional compensation plans. Treasury stocks can also be sold back into the market if an entity opts to reissue those shares.
  • Authorized Shares: Authorized capital refers to the highest number of shares that a company is allowed to issue legally, as stated in its Articles of Incorporation or Corporate Charter. This determines the pool from which a business may solicit interested investors. Notably, it is important to remember that authorized capital does not indicate outstanding stocks’ total count. The organization may raise only part of its authorized capital and retain some stocks unissued through treasury stock holdings. Generally, when there is a need for an increasing number of shares authorized by such charter amendment, shareholders’ approval must be sought.

Crucial Factors in Calculating Outstanding Shares

While this primary calculation may seem simple, several things could make it difficult:

  • Stock Splits: A stock split happens when a company increases the number of its outstanding shares by dividing each existing share into many others. For example, a 2-for-1 stock split would increase the number of outstanding shares available. In addition, splits have to be accounted for by adjusting the number of pre-split allocated shares.
  • Stock Dividends: It is also known as a scrip dividend. It is the additional shares given to the current shareholders of a company. Usually, companies distribute these extra stocks through stock splits. The outstanding shares after a stock dividend can be calculated by adding the number of additional stocks issued to the existing number of stocks.
  • Stock Buybacks: As buybacks, a business may choose to reacquire its shares from either the open market or from its shareholders. On the other hand, these redeemed equities are referred to as treasury shares, and hence they should be deducted from the issued shares in computing outstanding shares.
  • Employee Stock Options and Convertible Securities: Employee or investor incentives in the form of granting stock options or issuing convertible securities are popular with most corporate organizations. Upon exercising such alternatives or converting securities into ordinary shares, outstanding share capital rises. Consequently, for purposes of accounting, in line with this circumstance, it becomes necessary that we add onto the already existing figure of shares all those that were allocated during exercise/conversion.
Meet some lawyers on our platform

Heather B.

164 projects on CC
CC verified
View Profile

Tim E.

127 projects on CC
CC verified
View Profile

Lori B.

271 projects on CC
CC verified
View Profile

Allen L.

277 projects on CC
CC verified
View Profile

How to Calculate Outstanding Shares

This means that the total volume of outstanding equity issued by a firm can determine largely how much one would pay for their stake at any given time on NYSE Amex Equities. Generally speaking, investors' ownership interest gets diluted when there are more common stocks sold out or new ones are made available, thereby implying that such dilution could suppress earnings per share (EPS) besides lowering the stock price. Conversely, through decreasing outstanding shares, for example, by buying back and canceling some units, EPS will rise, usually leading to an increase in stock prices due to such positive factors as improving profits and changes in a wide range of financial ratios applied in valuing businesses which have undergone transformation possibly including merging with similar firms, etc. To find out whether there has been dilution through new issues, investors watch closely any alterations seen pertaining to this contextual comparison relating directly between before/after totals obtained upon redistribution, majorly targeting them.

Also, how outstanding shares are computed depends on the type of stock issued by a company. These two types of stock include:

  • Common Stock: This is an equity shareholding in a corporation that comes with voting rights. To get common stocks’ outstanding shares, subtract treasury stocks from total issued stocks. The resulting number shows the amount of shares that belong to shareholders and can be traded on the open market.

    Outstanding Shares of Common Stock = Total Issued Shares - Treasury Shares

  • Preferred Stock: This has dividend preference over other kinds of stock but does not carry any voting rights. The calculation differs for each variety; while working out the outstanding shares for preferred stockholders, it is necessary to consider alternative securities, such as convertible options that might eventually turn into ordinary ones if called upon by circumstances. Should this happen, then obviously the number of outstanding shares spikes accordingly.

Key Terms for Outstanding Shares

  • Outstanding Shares: This refers to all the company's shares held by its shareholders except those held by the company itself.
  • Shareholder: A person or organization who owns one or more shares in a company and has full legal rights, including equal treatment at general meetings and access to information about major decisions affecting the company’s future.
  • Common Stock: It is an ownership interest in a business entity that offers individuals voting privileges and possibly other rights like receiving dividends, capital gains, etcetera after some specific period elapses before they can dispose of their stake through whichever means are legally permitted under present laws enacted thereat.
  • Preferred Stock: Refers to stocks granted certain special benefits beyond those available to common shareholders, such as getting paid first when dividends are distributed among different classes represented within the equity base at the time liquidation takes place because bankers rank as creditors with priority claim whatever remains after satisfying claims secured by receivership orders firm does go bankrupt thus making future prospects unlikely hereafter. In some cases, these preferences may include receiving payments before any other type of security holder or even having rights over company assets in the event it goes into liquidation.
  • Treasury Stock: Refers to the equity that was once given by a firm to its stockholders and then later bought back by the same company, as a result of which outstanding shares decreased.
  • Authorized Shares: The maximum number of shares that a company can legally issue as stated in their articles of incorporation.
  • Dilution: It involves lowering the percentage ownership held by original (pre-existing) investors because extra equity units are introduced into the market.
  • Voting Rights: These are the rights given to you for being a shareholder, such as voting on major corporate decision-making processes based on your stake size vis-à-vis others who share a common ownership structure.
  • Stock Split: It’s one way that enables a business to raise its overall outstanding shares and lower share prices in proportion. It is frequently performed to make stocks more affordable or increase liquidity.
  • Earnings per Share (EPS): This is a monetary calculation that measures how much money an organization makes divided by the amount of shares it has outstanding, showing how profitable each share is.

Final Thoughts on Outstanding Shares

For investors to measure the market value, governance system, and voting rights of companies, it is important to comprehend what outstanding shares mean. Again these numbers can be used for thoughtfully and well-calculated decisions, including coming up with different financial ratios that can be used in evaluating any company's performance. Even this depicts monitoring changes that take place in outstanding share numbers as reflected by stock prices. Finally, an overall understanding of outstanding shares helps effectively navigate through investment terrain, consequently thereby maximizing returns while minimizing the risks involved.

If you want free pricing proposals from vetted lawyers that are 60% less than typical law firms, Click here to get started. By comparing multiple proposals for free, you can save the time and stress of finding a quality lawyer for your business needs.


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


Need to form a C Corporation?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 21,989 reviews

Meet some of our Lawyers

Ted A. on ContractsCounsel
View Ted
4.9 (23)
Member Since:
August 10, 2023

Ted A.

Managing Attorney
Free Consultation
New York, New York
27 Yrs Experience
Licensed in NY
Yale Law School

Equity Investments, Agreements & Transactions | Securities & Lending | Corporate Governance | Complex Commercial Contracts | Outside General Counsel & Compliance

Recent  ContractsCounsel Client  Review:
5.0

"Ted was extremely responsive, knowledgeable, easy to work with and was able help me the same day. I would confidently recommend him in the future."

Craig Y. on ContractsCounsel
View Craig
5.0 (3)
Member Since:
February 8, 2022

Craig Y.

Partner
Free Consultation
New York
30 Yrs Experience
Licensed in NY
New England Law - Boston

Craig E. Yaris is a Founding Partner at Holon Law Partners, with the experience and drive to handle all your Franchise, General Business Practice, Estate Planning and Mediation needs. As a former small business owner and Chief Operating Officer of a franchisor himself, Mr. Yaris is passionate about promoting business growth. He has experience handling daily operations, employee disputes, and negotiations of pertinent contracts for a franchise company with 100 locations in five states, where he organized and conducted semi- annual meetings to educate and inform franchisees of best practices for improved growth. In addition, Mr. Yaris was responsible for the preparation and filing of the UFOC (Uniform Franchise Offering Circular) in several states and is well-versed in business formation. Between his time as Franchisor and Conflict Resolution Specialist, Mr. Yaris was the Co-Founder and Chief Operating Officer of an online company whose goal was to help inform marketers and business owners of the fast-paced and ongoing changes within their specific verticals. This experience helped him hone his research and writing skills and prepared him for the cloud-based aspects of Holon Law Partners. Mr. Yaris also has extensive experience in public speaking, as he has planned and delivered several keynote addresses and educational seminars for many New York-based organizations, and as a Continuing Education Instructor for Hofstra University. Prior to joining Parlatore Law Group, Mr. Yaris worked as a Patient Advocate, and more recently, a Conflict Resolution Specialist, where he mediated and resolved disputes on behalf of patients with insurance companies. In this role, he negotiated for coverage of previously denied medications and medical procedures as well as successfully mediated disputes between individuals and business partners which would have otherwise resulted in protracted litigation. In addition, he has experience mediating employer and employee disputes as well as helping resolve family conflict. He has also studied and attended many Non-Violent Communication (NVC) workshops and strives to bring these tools and methods to all of his mediations. His variety of experiences speak to his ability to handle small business needs at all stages of business growth and development. Mr. Yaris also has experience with business growth and development, as he has worked with several small business on creating and implementing strategies for steady growth. In addition, to spending time with family, Mr. Yaris volunteers his time helping spread the message of the ACLU and he supports many local charities focused on families and children. He is admitted to practice in New York.

Recent  ContractsCounsel Client  Review:
5.0

"Craig was delightful to work with. He explained everything in detail, answered any questions I had and made sure I was comfortable with the information. Highly recommend."

Odini G. on ContractsCounsel
View Odini
5.0 (8)
Member Since:
August 7, 2024

Odini G.

Attorney
Free Consultation
Aspen
19 Yrs Experience
Licensed in CO, GA, NY
Emory University School of Law

I am an accomplished attorney with more than 19 years of experience and extensive expertise in business negotiations, commercial contracts, and technology transactions. With a proven track record of providing strategic legal advice and delivering exceptional results, I have successfully assisted numerous clients in drafting, reviewing, and negotiating various business arrangements. My experience encompasses a wide range of areas, including intellectual property, data privacy and security, SaaS agreements, and software licenses. I co-founded a reputable general corporate law firm with three offices in Aspen, Atlanta, and New York. As a partner and attorney, I represented diverse clients, including start-ups, public corporations, investors, financial institutions, educational institutions, and non-profit entities. With a focus on delivering comprehensive legal solutions, I provided general counsel, expert dispute resolution, efficient litigation management, and skillful contract drafting and negotiations for businesses across industries.

Recent  ContractsCounsel Client  Review:
5.0

"Supremely responsive and works surprisingly quickly. Strongly recommend!"

Darryl S. on ContractsCounsel
View Darryl
5.0 (142)
Member Since:
November 9, 2023

Darryl S.

Founder and Counselor-at-Law
Texas
33 Yrs Experience
Licensed in TX
The University of Texas School of Law Austin

I offer flat/fixed fees rather than hourly work to help lower your legal costs and align our interests. I specialize in contract law and focus on making sure your contract is clear, protects your interests and meets your needs. You can expect fast, straightforward communication from me, making sure you understand every step. With my experience, you'll get a detailed review of your contract at a fair, fixed price, without any surprises. I have over 30 years of business and legal experience that I bring to your project. I graduated from The University of Texas School of Law with High Honors in 1993 and practiced at Texas' largest law firm. I have founded companies and so understand how to be helpful as both a lawyer and business owner.

Recent  ContractsCounsel Client  Review:
5.0

"Excellent attorney! D was thorough, communicative, very helpful, and knowledgable about the relevant SaaS topics. Really appreciate his ethical and practical approach to the law--specifically lets you know if certain elements are unnecessary extras charges. I look forward to working with him and his team again in the future!"

Jeremiah C. on ContractsCounsel
View Jeremiah
5.0 (68)
Member Since:
March 5, 2021

Jeremiah C.

Partner/Attorney at Law
Houston
18 Yrs Experience
Licensed in NV, TX
Thomas Jefferson

Creative, results driven business & technology executive with 27 years of experience (17+ as a business/corporate lawyer). A problem solver with a passion for business, technology, and law. I bring a thorough understanding of the intersection of the law and business needs to any endeavor, having founded multiple startups myself with successful exits. I provide professional business and legal consulting. Throughout my career I've represented a number large corporations (including some of the top Fortune 500 companies) but the vast majority of my clients these days are startups and small businesses. Having represented hundreds of successful crowdfunded startups, I'm one of the most well known attorneys for startups seeking CF funds. I hold a Juris Doctor degree with a focus on Business/Corporate Law, a Master of Business Administration degree in Entrepreneurship, A Master of Education degree and dual Bachelor of Science degrees. I look forward to working with any parties that have a need for my skill sets.

Recent  ContractsCounsel Client  Review:
5.0

"Jeremiah was pleasant to speak to and provided high quality work. I appreciate that he took the time to call me personally instead of a paralegal. Work delivered early and high quality! Highly recommend"

Jonathan F. on ContractsCounsel
View Jonathan
Member Since:
January 28, 2024

Jonathan F.

Senior counsel
Free Consultation
St. Louis, Missouri and The Villages, Florida
34 Yrs Experience
Licensed in MO
Saint Louis University School of Law

Trial and transactional attorney with over 30 years experience with complex business transactions and disputes.

Aaron S. on ContractsCounsel
View Aaron
Member Since:
January 28, 2024

Aaron S.

Attorney
Free Consultation
Los Angeles, CA
7 Yrs Experience
Licensed in CA, TX
University of Texas School of Law

My passion is protecting the passions of others. I have 5+ years of contract review, and all aspects of entertainment law including negotiation, mediation, intellectual property, copyright, and music licensing. I also have experience working with nonprofits, and small businesses helping with formation, dissolution, partnerships, etc. I am licensed in both Texas and California.

Find the best lawyer for your project

Browse Lawyers Now

See Real C-Corp Formation Projects

Florida Create a business Entity Prepare & File
  • Florida
  • 6 lawyer bids
  • $1 - $3,400
View Details
Delaware register business entity for my software startup Prepare & File
  • Delaware
  • 6 lawyer bids
  • $1 - $4,000
View Details
Delaware Convert LLC into C Corp Prepare & File
  • Delaware
  • 4 lawyer bids
  • $685 - $5,000
View Details
Colorado Form a C Corporation Prepare & File
  • Colorado
  • 5 lawyer bids
  • $275 - $3,499
View Details
Montana Set up a foreign-owned US C Corp (which is 100% owned by a single Canadian shareholder) Prepare & File
  • Montana
  • 2 lawyer bids
  • $700 - $995
View Details
Delaware Delaware C-Corp Founder Agreements (Including Custom IP Agreement for Professor) Prepare & File
  • Delaware
  • 7 lawyer bids
  • $500 - $3,999
View Details

See all C-Corp Formation projects

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Need to form a C Corporation?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 21,989 reviews
CONTRACT LAWYERS BY TOP CITIES
See All Corporate Lawyers
OUTSTANDING SHARES LAWYERS BY CITY
See All Outstanding Shares Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

Need to form a C Corporation?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 21,989 reviews

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city