Cooley Protect – Patent Resource Center

Create and Protect

Cooley Protect is a free resource designed by Cooley’s patent counseling & prosecution team.

Introducing Cooley GO in Asia

Cooley GO in Asia offers the same free founder-focused legal resources and document generators that the US and UK ecosystems have come to trust.

Outstanding Shares

Glossary Term

Outstanding shares (also referred to as issued shares) refers to the number of shares that have been issued and are outstanding at a given time.

Authorized Share Method

Glossary Term

Delaware’s default method of calculating annual franchise tax, based only on how many shares a Company has authorized in its charter.

Authorized Shares

Glossary Term

The number of authorized shares is the maximum number of shares the corporation is permitted to issue, and is set forth in the certificate of incorporation.

How Many Authorized Shares Should I Use In My Certificate of Incorporation?

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One of the first decisions you need to make during the incorporation process is "How many shares do you want to authorize?" A common misconception is that the number of authorized shares is necessarily equal to the total number of shares issued at incorporation.

So You Owe Thousands of Dollars in Delaware Franchise Tax?

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All Delaware corporations have to pay an annual franchise tax to the state. If you’ve received a notice from the State of Delaware saying that your small startup owes tens of thousands of dollars in franchise tax, do not panic.

Why and How Do You Maintain a Corporate Minute Book?

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It is extremely important to keep excellent records. Over the life of your company, you will be asked on any number of occasions to provide evidence of Board approval of certain actions.

How to Incorporate in Delaware and California

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A corporation is created by filing the Articles of Incorporation (if the corporation is created under California law) or the Certificate of Incorporation (if the corporation is created under Delaware law, which is the most common), or a similar document in other states.