Authorized vs Outstanding vs Float Calculator
Turn a raw cap table into outstanding shares, public float, and authorized-share headroom — with a built-in OTCQB public float check and a stacked-bar view of exactly where every authorized share sits.
Model your share structure
- Treasury0
- Restricted / affiliate0
- Public float0
- Headroom (unissued authorized)0
How this is modeled
Outstanding is issued shares minus treasury shares. Public float is outstanding minus shares held by affiliates or otherwise restricted from immediate resale (Rule 144 holding periods, lock-ups, insider and control blocks). Headroom is authorized minus issued — the shares your charter still lets you create without a stockholder vote to amend it. The OTCQB check compares your float against OTC Markets Group's minimum public float requirement (currently 10% of shares outstanding ); the headroom check flags when issued shares sit within 25% of the authorized ceiling. This tool does not model dilution from a future raise — pair it with the Dilution Calculator to see how a new issuance would move all five numbers.
Educational calculation only, not a substitute for your transfer agent's official share ledger or counsel's review of the certificate of incorporation. Confirm authorized share count and any class-specific restrictions directly against your charter before relying on the headroom figure.
Authorized, issued, outstanding, treasury, float — the ladder
Five terms show up on every cap table and S-1 cover page. Here's what each one means and exactly how the next rolls up from the last.
Authorized shares
The maximum number of shares your certificate of incorporation (or articles of incorporation) permits the company to issue, across all classes combined unless the charter splits authorized shares by class. This is a ceiling set by the board and stockholders, not a count of anything that exists yet — a newly formed company can authorize 100,000,000 shares on day one and issue almost none of them for years.
Issued shares
Shares the company has actually sold, granted, or otherwise delivered to a holder — founders, investors, employees who exercised options, noteholders who converted. Once a share is issued it counts against the authorized ceiling permanently, unless it is later retired rather than merely repurchased.
Outstanding shares
Issued shares minus treasury shares — the shares actually held by stockholders right now, whether or not they are freely tradable. Outstanding is the denominator for EPS, voting power, and most percentage-ownership figures you'll see in a proxy statement or annual report.
Treasury shares
Shares the company issued, then reacquired — through a buyback, a forfeiture, or a repurchase agreement — and is holding rather than retiring. Treasury shares don't vote, don't receive dividends, and drop out of the outstanding count, but they remain issued and still count against authorized.
Public float
Outstanding shares minus everything affiliates, officers, directors, and other restricted or control holders hold — the shares genuinely free to trade. Float is what OTC Markets, Nasdaq, and NYSE actually test when they set minimum liquidity thresholds; the raw outstanding share count alone tells a regulator almost nothing about tradability.
Why headroom matters before an offering
The number nobody checks until they run out of it mid-financing.
Headroom — authorized shares minus issued shares — is the one figure on this page that gets ignored until it blocks a closing. A term sheet doesn't wait for a special stockholders meeting. If a proposed raise, warrant coverage, convertible note overhang, or option pool refresh would push issued shares past what's authorized, the company can't close until the certificate of incorporation is amended — a board resolution, a proxy or written consent, and, for many issuers, an SEC-reviewed proxy or information statement before the amendment is even effective. That's weeks, sometimes months, stacked onto a deal timeline that was already tight.
The shares that eat headroom fastest are rarely the ones sitting on the cap table summary page: an option pool refresh ahead of a raise, PIPE warrant coverage, convertible note conversion caps, and earn-out shares from an acquisition all draw down authorized capacity long before they ever show up as issued shares. A useful planning rule: keep authorized headroom at roughly 2–3x current issued shares before starting a raise process, so a normal-sized financing plus its associated warrants and pool top-up doesn't land a charter amendment on the critical path.
Treasury share mechanics
Repurchased stock has two fates — treasury or retirement — and they hit this calculator's numbers differently.
When a company buys back its own stock, it has two choices: hold the shares in treasury or retire them. Treasury shares stay issued but leave outstanding — they don't vote, don't accrue dividends, and don't count toward round-lot holder or public float tests — but they still sit against the authorized ceiling and can be reissued later, for a raise, an acquisition, or an option exercise, without a new authorization. Delaware's General Corporation Law was amended in 2022 to explicitly restate that corporations may hold reacquired shares as treasury stock, resolving older ambiguity from a prior statutory framework some practitioners read as requiring immediate retirement or resale.
Retiring a repurchased share instead cancels it outright. Depending on the certificate of incorporation, a retired share can revert to authorized-but-unissued status, which is one reason boards sometimes prefer retirement over warehousing buyback stock — it restores headroom instead of just parking dead weight against the authorized ceiling. Either way, treasury and retired shares shrink outstanding and float by the same amount; the difference only shows up in the authorized-headroom line, which is exactly what this calculator is built to surface.
Worked example
The default figures loaded in the calculator above, walked through line by line.
Take a company with 100,000,000 shares authorized in its charter. It has issued 42,000,000 shares since founding: 2,000,000 have since been repurchased and are sitting in treasury from a small buyback, and 15,000,000 are held by the founding team and other affiliates subject to Rule 144 and lock-up restrictions.
Outstanding is issued minus treasury: 42,000,000 − 2,000,000 = 40,000,000 shares. Public float is outstanding minus restricted and affiliate holdings: 40,000,000 − 15,000,000 = 25,000,000 shares, or 62.5% of shares outstanding — comfortably clear of OTC Markets' public float floor for OTCQB. Headroom is authorized minus issued: 100,000,000 − 42,000,000 = 58,000,000 shares, well over the 2–3x-issued cushion most CFOs target before opening a financing round. If the company later raises $10,000,000 at $0.85 a share, roughly 11.8 million new shares would be issued — comfortably inside that headroom — and float would grow to about 36.8 million shares, assuming none of the new stock carries affiliate restrictions.
Frequently asked
Cap table terminology questions that come up every time this calculator gets used before a raise.
What's the difference between authorized and outstanding shares?
Authorized is the charter's ceiling on shares the company could ever issue; outstanding is shares issued that are still held by stockholders (issued minus treasury). A company can be nowhere near its authorized ceiling while having a large, actively traded outstanding count, or the reverse — authorized nearly used up while outstanding is much smaller because a large block sits in treasury.
Do treasury shares count toward authorized shares?
Yes. Treasury shares remain issued even though they've left outstanding, so they still count against the authorized ceiling. Only formally retired shares can potentially restore headroom, and only if the certificate of incorporation allows retired shares to revert to authorized-but-unissued status.
What counts as restricted or affiliate stock for a public float calculation?
Shares held by officers, directors, and other affiliates — generally anyone who controls, or is controlled by, the issuer — plus shares still subject to Rule 144 holding periods, lock-up agreements, or other contractual transfer restrictions. Exchanges and OTC Markets exclude these from public float because they aren't realistically available to trade even though they're technically outstanding.
Why does OTCQB test public float at all?
OTC Markets requires a minimum 10% of shares outstanding to be freely tradable public float before admitting a company to OTCQB, on the theory that a market with too few tradable shares relative to control ownership is easy to manipulate and hard to price accurately. It's a liquidity and integrity screen, not a size screen — a small company with a clean float structure can pass it more easily than a larger company where insiders hold most of the stock.
Does increasing authorized shares dilute existing stockholders?
No, not by itself. Increasing authorized shares only raises the ceiling — it doesn't issue a single new share or change anyone's percentage ownership. Dilution happens when new shares are actually issued against that higher ceiling, whether for a raise, an option exercise, or a conversion. Model that step with the Dilution Calculator.
Can a company have more issued shares than authorized?
No — that would violate the charter, and transfer agents and DTC won't process an issuance that breaches the authorized cap. If this calculator shows issued exceeding authorized, either the authorized figure you entered is stale or the company needs an emergency charter amendment before any further issuance.