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Support - Managing your company: What is the process of authorizing additional common shares?

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Diana Trujillo

Updated 20 March 2024

For authorizing additional shares you will need to file an Amended & Restated Certificate of Incorporation, also called Amended Charter, with the state of Delaware. This filing has a fee of $499.

We can assist with handling this filing on your behalf and also generate the board and shareholder consents needed to approve this change. Once we obtain the stamped Amended Charter, we will be triggering a board consent to allocate these new shares to the equity pool.

Below are the steps to follow.


Step 1. Reach out to Customer Support and request an invoice for this filing ($499).

Step 2. Once the invoice has been paid, please confirm the number of additional shares you will like to authorize. You could authorize 1,000,000 additional shares or 100,000,000 - the price would be the same.

Step 3. The team will generate the first document to sign: the Board Consent to Amend Charter. This will show up on your Document Room and will need to be signed by all current board members:

Step 4: Once this document is fully signed, the second document will appear automatically: the Stockholders Consent to Amend Charter. This will show up on your Document Room, below the previous signed document and will need to be signed by all majority shareholders:

Step 5: Once this document is fully signed, the third and last document will appear automatically: the actual Amended Charter. This will show up on your Document Room, below the previous signed documents and will need to be signed by the current president of the company:

Step 6: You'll notify the Capbase Support team as soon as all three documents are signed. We will then submit the Amended Charter document to the state. This process can take around a week.

Step 7. Once we receive the stamped Amended Charter, we will upload it to your Compliance Calendar under Past filings.

Step 8. Once the charter has been uploaded, we will trigger a new board consent to allocate these newly authorized shares to your equity pool to be used for future hires. This will show up on your Document Room and will need to be signed by all current board members:

Step 9: Once this document is fully signed, a second and final document will appear automatically: the Stockholders Consent. This will show up on your Document Room, below the previous signed document and will need to be signed by all majority shareholders:

Step 10: Once both documents are signed, you'll be able to see the newly authorized shares on your Cap table:

If you have any questions or want to request this filing, feel free to reach out to our support team through live chat or via email at support@capbase.com.

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