Authorized number of shares in C-corp

Most of the time I start with 10 million for my clients.

Definitely just common, to start. Even if you can anticipate that preferred shares will be required (e.g., VC investment), there's no way that you can know today exactly which preferences will be appropriate.

Whether to have par value, and what it should be, depends on the state of formation.

For more details about the foregoing brief answers, please see How Many Shares Should My Corporation Authorize and Issue?.

Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.

My initial reaction to your question is that your probably forming the wrong type of company. Why? Well the answer to the questions a - B are come from the objectives and expected outcomes you have for raising equity. C I believe has something to do with a minimum amount that a state requires the stock to be worth but is the least important.

So an LLC is easier to setup, provides fairly good legal protection as long as you do the accounting correctly and probably fits what your objectives are.

A - Start with more authorized shares then you need so you can go for more then one round of funding but not so many as to scare away investors. This should be based on your funding needs, based also on the market size of the industry the company will be selling in and based on expected profits. Also have authorized shares set aside for employee stock options.

B - Common stock is the basic who owns the company so you need that. Prefered is equity stock that is really a perpetuity of debt (hybrid security). You'll want that setup when you bring in a venture so the funding comes through the prefered and it might be convertable into stock.


C - Look at the state requirements.

Luck

The number of shares depends highly on the state of incorporation and your line of business. Tech companies from Silicon Valley often use 10 million shares and form in Delaware, but this will make you pay more taxes, so if you're not a tech company planning to raise venture funding, this is likely not your situation. California does not have a concept of par value so it doesn't make a difference for you. As for shares, you can create common now and issue a second class of preferred stock when and if you get venture funding. Most people who do pick par value make it very small, as Delaware requires that you actually pay par value for your stock. General rule is go simpler unless you absolutely need it. You can then change it later when it becomes necessary due to a round of funding, or another change in company event.