When we refer to "total number of company shares, we are referring to your company's "fully-diluted shares." Here's how to find it.
Preliminary guide questions to answer
1. Are you using a cap table or equity management software?
If you are using a cap table or equity management software like Carta, Pulley, Shareworks, and the like, then you probably already have the data or figure on your “total number of company shares” available and all you need to do is to know how to extract this information. See the section on “Methods of figuring out” below on how to possibly do this with your cap table management software.
2. What country or jurisdiction was your company organized in?
If you are not using a cap table or equity management software, then you might need to look into other sources of information. To do this, one of the most important things that you should know is where your company was formed or organized.
Knowing this is important because laws and regulations in the country where your company was established can vary. Once you figure out the relevant legal jurisdiction, you can then look into whether the applicable laws and regulations have relevant provisions such as on the number of shares or amount equity a company can issue.
Most countries, for example, expressly require certain companies to have an authorized capital stock which can be indicated in the organizational documents. Knowing the authorized capital stock can be helpful as it helps you determine or calculate other related equity terms and figures like “fully-diluted shares” and “total outstanding stock.”
3. What’s the legal entity type of your company?
Next, you need to know the legal form of your company. Each company has its own equity structure and equity type. Limited liability companies, for example, have membership units while corporations have shares of stock. Some types of equity, such as the shares of a corporation, are required to be capped with a designated authorized capital stock by law in most jurisdictions.
On the other hand, some equity types are not and are calculated on the basis of ownership percentages. This means that it is possible for certain types of companies, whether by law or agreement, to allow the issuance of any number ownership units, subject to the eventual determination of the extent of dilution and final ownership percentage of the stakeholders.
Methods of figuring out
Note that these methods are not exclusive of the others. In fact, in some cases, you will need to do a combination of two or more methods to be able to find out your company’s total number of company shares.
1. Cap table or equity management software
Most cap table management software keeps track of your company’s authorized capital stock and total outstanding shares. Upstock’s “total number of company shares,” however, is a term that is more synonymous with the concept of “fully-diluted shares” which refers to the total number of shares of a company that would be outstanding if all convertible securities, such as stock options, warrants, and convertible debt, were converted into shares of common stock.
Fully-diluted shares are often higher than the number of total outstanding shares, which only includes shares that have been issued and are currently held by shareholders.
Hence, you would need to look for the number of “fully-diluted shares” of your company in your equity management software. This will vary depending but it is often found in the dashboard or in a dedicated page showing your company’s present equity structure.
For example, you can identify your “fully-diluted shares” in Carta by following their tutorial here: https://support.carta.com/s/article/authorized-outstanding-issued-fully-diluted-shares
2. Corporate and organizational documents
Determining the total number of company shares can also be done by looking at the company's corporate and organizational documents. These documents will provide information on the authorized capital stock and the number of shares that have been issued and outstanding which, in turn, will help you determine or calculate your company’s fully-diluted shares. These documents include the company’s articles of incorporation or organization, certificate of formation, bylaws, and filings with securities regulators.
The relevant corporate or organizational document will vary depending on the company type and jurisdiction; hence, this is why it’s important that you already have information on this matter beforehand.
3. Equity agreements and documents
All the agreements and documents that you currently have relating to any equity issuance, especially those that involve third parties, are also very relevant in calculating the total company shares or the fully-diluted shares. Examples of these documents and agreements include convertible notes and stock option grants.
Corporate documents such as board resolutions, policies, and agreements creating equity pools (e.g., RSU or stock option pools) or establishing an equity compensation plan, are also relevant in determining the company’s fully-diluted shares.
4. Equity calculator tools
If none of the above is applicable or works for you, you may also try out an equity calculator tool to help you make an estimate. You can input the requested data to the calculator and based on the figures provided, it will then provide its estimate of the total number of company shares or the fully-diluted shares.
Note, however, that the estimates generated by these tools are based on the information you provide. Thus, it may not be accurate or complete. Hence, you should not treat it as a definitive source of information. We highly recommend that you still seek professional advice.
5. Inquire with a lawyer or financial professional
Of course, in addition to all the other options above, you may consult with a lawyer or financial professional to assist you in calculating the correct number. We strongly recommend that you do this in conjunction with all the other methods mentioned above.
Disclaimer: This material has been prepared for informational or education purposes only. The discussions or information contained herein may be based on sources reasonably believed to be reliable but which has not been independently verified by an independent tax or legal professional. Thus, it is not intended to provide, and should not be relied upon as tax, investment, business and/or legal advice. Please consult with your own tax or investment adviser and legal counsel regarding this subject matter especially with respect to the relevance or accuracy of any discussion or information contained in this material under the applicable laws, rules and regulations in your jurisdiction.