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Total number of shares the company is authorized to issue vs. number of shares the company has actually issued

Wrt this article, in the certificate of incorporation it is stated the company is authorized to issue 752,792,807 shares but the est. fully diluted shares is shown as 289M. How does one explain the discrepancy? How does one get the 289M number from the certificate of incorporation? I don’t see it mentioned anywhere in the COI.

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Answer 5899

The COI does not contain information about the number of shares authorized or issued. That action is done by the Board of Directors and the records are contained in the Board Minutes. The record for the number of authorized shares and shares issued are contained in the Corporate Book and the List of Shareholders.

It is common for the shares in circulation to be less than the number of authorized shares to avoid having to call a directors meeting every time you want to issue shares. Like when you hire employees (or vest shares if you use that tool) or sell stock.

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