"Authorized shares" refers to the number of shares the corporation is allowed to issue under its certificate or articles of incorporation. While authorized stock sets the upper limit, issued shares represent the actual number of shares that have been distributed to shareholders.Outstanding shares are shares of stock that have been issued. Shares may be issued in one or more transactions. In this blog we'll explore the difference between a corporation's authorized, issued and reserved shares and some corporate governance considerations. A certificate of formation must authorize at least one share. The corporation cannot sell more shares than it is authorized to issue. In this blog we'll explore the difference between a corporation's authorized, issued and reserved shares and some corporate governance considerations. Texas law has long held that the certificate is not the "stock. Instead, incorporators choose whether or not the stock will have a par value in the Certificate of Formation.