Authorized capital, also known as authorized share capital, registered capital, or nominal capital, is the maximum amount of share capital that a company is authorized by its constitutional documents to issue to shareholders. It is the broadest term used to describe a companys capital and comprises every single share of every category that the company could issue if it needed or wanted to. Part of the authorized capital can remain unissued, and the authorized capital can be changed with shareholders approval.
The device of authorized capital is used to limit or control the ability of the directors to issue or allot new shares, which may have consequences in the control of a company or otherwise alter the balance of control between shareholders. Such an issue of shares to new shareholders may also shift the profit distribution balance, for example, if new shares are issued at face value and not at market value.
Authorized capital is intentionally expansive and encompasses several sub-categories of ways a company is capitalized, such as subscribed capital, paid-up capital, and issued capital. Subscribed capital represents a portion of the authorized capital that potential shareholders have agreed to purchase from the companys treasury, often as part of the companys initial public offering (IPO) . Issued capital refers to shares that have been issued by the company to its shareholders.
Choosing the right amount of authorized capital is both an art and a science, and some stock exchanges have minimum requirements for the amount of authorized capital a company must have to list on that exchange. The authorized capital is set by the shareholders and can only be increased with their approval.