Check authorized share capacity before approving another issuance

Before preparing a new share issuance, retrieve the accepted charter and all later instruments affecting authorized stock. Record the limit for each relevant class or series and the effective date. A cap-table software setting can be useful for administration, but its authorized-share field should be checked against the governing documents.

Delaware section 161 addresses additional shares where authorized stock has not already been issued, subscribed for or otherwise committed. That language makes the existing commitments part of the review. Ask counsel to identify which instruments and reservations need to enter the company's capacity analysis.

List issued shares, signed subscriptions, outstanding rights and options, and other commitments counsel identifies. Separate each class and series. Record the source agreement, approval date, underlying-share amount and any conditions that affect the calculation. Keep an unallocated plan reserve distinguishable from awards already granted under it so the same shares are not counted twice.

For convertible instruments, ask counsel which conversion assumptions are relevant to the proposed transaction. An investor presentation's fully diluted percentage may use assumptions that do not answer the legal capacity question. Put unresolved conversion amounts in a separate line instead of hiding them in a single unexplained total.

Trace changes since the last reviewed schedule to the underlying documents. Check whether canceled awards were actually canceled, whether exercised options moved from one category to another and whether a recent charter amendment was already effective. Investigate unexplained differences between the administrator's records and the signed instruments.

Present the proposed issuance in its own column so the reviewer can see the capacity before and after it. Avoid a single available-shares number that conceals competing reservations or different classes. The administrative calculation supports counsel's decision; it does not replace the legal review of rights and approvals.

If the planned action exceeds the reviewed capacity or the result remains uncertain, flag it before signatures, promises or delivery of shares. Ask counsel whether a charter amendment, revised transaction or another action is required. Build the required approval and filing sequence into the closing instructions.

An amendment in preparation should remain pending until its effectiveness is confirmed. Record the accepted instrument and effective time before the issuance team relies on the new capacity. Keep earlier commitments in the schedule so a new approval does not silently consume shares already promised elsewhere.

Save the reviewed schedule, its supporting instruments and counsel's release instruction with the issuance approval. Update the administrative records after the completed event, preserving a dated snapshot of the pre-issuance position.

Name the person who maintains the commitment inventory when awards, subscriptions or conversions change. The next review should begin with a traceable prior schedule and a list of intervening events, rather than a new estimate assembled from whichever spreadsheet is easiest to find.