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I originally registered our business as a C-corp in Delaware. For whatever reason, when we incorporated our company only issued 2,000 shares in total. This was fine as 40% the shares were allocated to me, 40% to my co-founder, and 20% for future employees.

Now we want to bring on some advisors and consultants and grant them some shares to compensate them. I'd feel funny giving someone "half a share" so I'd like for our company to issue more shares (like a million or so) so we can give advisors a few thousand shares.

How do we go about issuing new shares?

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It sounds like what you need to do is "split" your existing shares. You can split them 1000:1, then your company will have 2,000,000 shares valued at 1/1000 of what they were before. The shares of your co-founder and self will automatically split and you'll have a lot more shares to give to your advisers.

To split your shares, you need to 1) Have your board authorize the transaction (nothing super official about this 2) File a Restated Certificate of Incorporation in Delaware (you'll need a lawyer for this, this is an important document).

The Restated Certificate of Incorporation is just a 3 page letter stating your new share count and value per share. Your filing agent (the person that helped you incorporate in the first place), then files it with the state of Delaware. After DE approves it, you basically have a brand new Certificate of Incorporation with the new share count. This is like the "master document" for your company so make sure you handle with care!

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