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Can the board issue shares without stockholder approval?

Incorporation & entity structure

Within the authorized limit, generally yes. The board approves issuances, which is why board consents matter so much in diligence.

Issuing beyond the authorized number requires amending the certificate of incorporation, and that needs stockholder approval. Check your charter and any investor rights agreements, which often add consent requirements of their own.

We handle this for founders running US companies.

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Check your EIN confirmation letter (CP 575) first. If that is gone, look at a previously filed tax return, a business bank account application, or any 1099 you have issued. Your bank or your payroll provider will also have it on file.

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