Authorized shares increase for US businesses

A named person on our team owns your file and reviews everything that leaves it. Software does a real share of the grinding underneath it — coding, matching, flagging the obvious gaps — but nothing regulated happens without a person’s judgement, and nothing here is signed or filed by an algorithm.

Counsel signs off the amendment; CapEasy prepares it and models the franchise-tax effect under both statutory methods.

Whatever you already run. Most commonly QuickBooks, Xero, NetSuite, Sage, Zoho Books and a handful of others — we work inside your system rather than moving you onto one of our own.

A short, free read-only look at what you already have, and a written note on what we found. A scoping call decides the size of the engagement — nothing here commits you to anything.

There is no published price for authorized shares increase — it depends on volume, how many entities are involved, and how far behind the books are. We quote after the read-only review, which is free.

Authorized shares increase sits inside corporate compliance, alongside Annual report & franchise tax compliance, Company name change, Registered agent / office change. Most clients end up buying the category as a whole rather than one leaf at a time, but starting narrow is fine.

Delaware's Authorized Shares Method calculates franchise tax off how many shares the certificate authorizes, in tiered bands — not what's actually issued or what the company earns. Raise the authorized number and, under that method, the tax can rise with it. The Assumed Par Value Capital Method is the alternative calculation, and Delaware lets a corporation use whichever produces the lower bill, but only if both are actually run before the amendment is finalized.

No. We model the franchise-tax impact of the share counts your board and counsel are considering — usually a range tied to the round size, option pool, and any headroom the board wants — so the tax consequence is visible before a decision is made. The number itself is a board and counsel decision.

Counsel signs off on the amendment. We prepare it and model the franchise-tax effect under both statutory methods; the authorized officer signs the filed document once counsel has reviewed it.

No — Delaware Certificate of Amendment filings for a stock-count increase go by mail or in person, not through the online portal used for some other filings. Standard processing runs several business days to about two weeks; 24-hour and same-day expedite options exist for an added state fee if a closing date requires it.

Raising authorized shares under the Delaware General Corporation Law requires stockholder approval at the threshold your existing certificate and any stockholders' agreement set — a board resolution alone isn't sufficient. Filing without a properly closed and documented stockholder vote is the kind of gap that surfaces in the next round's diligence.

The Delaware Certificate of Amendment base fee is $214 for a domestic corporation, and it can increase depending on how large the stock increase is — that's a one-time cost. The number worth focusing on is the ongoing annual franchise-tax delta the new share count creates, which is what the method comparison is for.

It can turn into an expensive one under the Authorized Shares Method, since that method taxes on the authorized count regardless of what's issued. It's worth running the Assumed Par Value Capital Method against your current certificate even outside of a funding round — some companies are overpaying on a number nobody revisited since formation.

A par-value change can be bundled into the same Certificate of Amendment, and if it is, we re-run the full franchise-tax comparison against the final combination of share count and par value together, since the Assumed Par Value Capital Method is sensitive to both.

The new investor's requested option pool and the new preferred shares both draw from the same authorized pool, so the share count in the amendment usually has to cover current issued shares, the new round's preferred, and the expanded pool together — which is exactly the number the franchise-tax comparison is run against before anyone commits to it.

Yes — once the amendment is filed, we update the cap table entry (Carta or whichever platform the company runs) to reflect the new authorized-versus-issued split, so a data room pull afterward shows the current, correct number.

No. Authorized shares and the franchise-tax-method comparison are corporation-specific mechanics tied to Delaware's stock-based franchise tax formula. Delaware LLCs pay a flat annual franchise tax unrelated to any authorized-unit count, so this particular amendment and tax modeling doesn't apply to an LLC structure.