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Stock
The articles of incorporation must
state the maximum number of stock shares that
can be issued by the corporation. You are not
required to actually issue the maximum number
of shares. You may choose to issue fewer shares
than the maximum number allowed. Issuing fewer
shares provides some flexibility should you wish
to bring in other investors. Otherwise, if additional
shares were needed, the articles of incorporation
would have to be amended. There is no maximum
on the number of shares that can be authorized,
but be advised that some states base their annual
corporation fee on the number of shares authorized.
In some states the "par value"
must be stated. This value is simply for accounting
and tax purposes, since stock can be sold at whatever
price a buyer is willing to pay. The issuing corporation
may not sell stock for less than its par value.
Because some states base their annual corporation
fee on the total par value of the stock, it is
advisable to choose a low par value, such as $.01
or even $.001.
The sale of stock is subject to
federal and state securities laws. Generally though,
if you are not advertising the sale and are dealing
only with a small number (less than 35) of knowledgeable
and sophisticated investors or people you know
personally, then you will be exempt from the regulations.
If, however, you are seeking to raise a significant
amount of money from a large number of investors,
you should consult with an attorney.
Types of stock and other securities
issued by corporations
The most basic level of stock is
called "common stock." Larger more complex
organizations have differing classes of common
stock.
Preferred stock is a different classification
of stock and generally has greater rights over
the common stock when it comes to receiving dividends
and/or assets from the corporation (in case the
corporation is liquidated). Preferred stock can
also have special voting characteristics, conversion
or redemption rights, and other features.
Warrants:
Convertible debentures
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