In an auction market, buyers enter competitive bids and sellers submit competitive offers at the same time. The price at which a stock trades represents the highest price that a buyer is willing to pay and the lowest price that a seller is willing to accept. Matching bids and offers are then paired together, and the orders are executed. The New York Stock Exchange (NYSE) is an example of an auction market.
Auction Market Process
The process involved in an auction market differs from the process in an over-the-counter (OTC) market. On the NYSE, for example, there are no direct negotiations between individual buyers and sellers, while negotiations occur in OTC trades. Most traditional auctions involve multiple potential buyers or bidders, but only a single seller, whereas auction markets for securities have multiple buyers and multiple sellers, all looking to make deals simultaneously.
Key Takeaways
An auction market is one where buyers and sellers enter competitive bids simultaneously.
The price at which a stock trades represents the highest price that a buyer is willing to pay and the lowest price that a seller is willing to accept.
A double auction market is when a buyer’s price and a seller’s asking price match, and the trade proceeds at that price.
Auction markets do not involve direct negotiations between individual buyers and sellers, while negotiations occur for OTC trades.
The U.S. Treasury holds auctions, which are open to the public and large investment entities, to finance certain government financial activities.
Double Auction Markets
An auction market also known as a double auction market, allows buyers and sellers to submit prices they deem acceptable to a list. When a match between a buyer’s price and a seller’s asking price is found, the trade proceeds at that price. Trades without matches will not be executed.
Examples of the Auction Market Process
Imagine that four buyers want to buy a share of company XYZ and make the following bids: $10.00, $10.02, $10.03 and $10.06, respectively. Conversely, four sellers wish to sell shares of company XYZ, and these sellers submitted offers to sell their shares at the following prices: $10.06, $10.09, $10.12 and $10.13, respectively.
In this scenario, the individuals that made bids/offers for company XYZ at $10.06 will have their orders executed. All remaining orders will not immediately be executed, and the current price of company XYZ will be $10.06.
Treasury Auctions
The U.S. Treasury holds auctions to finance certain government financial activities. The Treasury auction is open to the public and various larger investment entities. These bids are submitted electronically and are divided into competing and noncompeting bids depending on the person or entity who places the recorded bid.
Noncompeting bids are addressed first because noncompetitive bidders are guaranteed to receive a predetermined amount of securities as a minimum and up to a maximum of $5 million. These are most commonly entered by individual investors or those representing small entities.
In competitive bidding, once the auction period closes, all of the incoming bids are reviewed to determine the winning price. Securities are sold to the competing bidders based on the amount listed within the bid. Once all of the securities have been sold, the remaining competing bidders will not receive any securities.
Authorized stock, or authorized shares, refers to the maximum number of shares that a corporation is legally permitted to issue, as specified in its articles of incorporation in the U.S., or in the company’s charter in other parts of the world. It is also usually listed in the capital accounts section of the balance sheet. Authorized shares should not be confused with outstanding shares, which are the number of shares the corporation has actually issued that are held by the public.
Authorized stock is also known as authorized shares or authorized capital stock.
Types Of Shares: Authorized, Outstanding, Float And Restricted Shares
Understanding Authorized Stock
When a company is formed, it decides on the maximum number of shares it would like to offer. These shares are referred to as authorized stock. The shares that are issued to the public to trade on the open markets comprise all or a portion of a company’s authorized stock. The number of shares actually available to trade is known as float. In addition, restricted shares, which are reserved for employee compensation and incentives, are also part of authorized shares. The total number of a company’s outstanding shares as seen in the balance sheet is the sum of float and restricted shares. If outstanding shares are less than authorized shares, the difference (unissued stock) is what the company retains in its treasury. A company that issues all of its authorized stock will have its outstanding shares equal to authorized shares. Outstanding shares can never exceed the authorized number, since the authorized shares total is the maximum number of shares that a company can issue.
Key Takeaways
Authorized stock refers to the maximum number of shares a publicly-traded company can issue, as specified in its articles of incorporation or charter.
Those shares which have already been issued to the public, known as outstanding shares, make up some portion of a company’s authorized stock.
The difference between a company’s authorized shares and its outstanding shares is what the company retains in its treasury.
Why a Company Might Not Issue All of Its Authorized Shares
The number of authorized shares is typically higher than those actually issued, which allows the company to offer and sell more shares in the future if it needs to raise additional funds. For example, if a company has 1 million authorized shares, it might only sell 500,000 of the shares during its initial public offering (IPO). The company might reserve 50,000 of authorized stock as stock options to attract and retain employees. It might sell 150,000 more in a secondary offering to raise more money in the future. The unissued stock that will be retained in the company’s treasury account will be 1 million – 500,000 – 50,000 – 150,000 = 300,000.
Another reason a company might not want to issue all of its authorized shares is to maintain a controlling interest in the company and prevent the possibility of a hostile takeover.
Example of Authorized Stock
Amazon’s corporate charter, for example, states that the company’s total authorized stock shall include 5 billion shares of common stock and 500 million shares of preferred stock. The charter permits Amazon to increase its authorized stock if there isn’t enough unissued common stock to allow for the conversion of preferred stock. Corporate charters often require shareholder approval to increase the number of shares of authorized stock.
An investor might want to know how many authorized shares a company has in order to analyze the potential for stock dilution. Dilution reduces a stockholder’s share of ownership and voting power in a company and reduces a stock’s earnings per share (EPS) following the issue of new stock. The larger the difference between the number of authorized shares and the number of outstanding shares, the greater the potential for dilution.
The Arms Index, also called the Short-Term Trading Index (TRIN) is a technical analysis indicator that compares the number of advancing and declining stocks (AD Ratio) to advancing and declining volume (AD volume). It is used to gauge overall market sentiment. Richard W. Arms, Jr. invented it in 1967, and it measures the relationship between market supply and demand. It serves as a predictor of future price movements in the market, primarily on an intraday basis. It does this by generating overbought and oversold levels, which indicate when the index (and the majority of stocks in it) will change direction.
If AD Volume creates a higher ratio than the AD Ratio, TRIN will be below one.
If AD Volume has a lower ratio than AD Ratio, TRIN will be above one.
A TRIN reading below one typically accompanies a strong price advance, since the strong volume in the rising stocks helps fuel the rally.
A TRIN reading above one typically accompanies a strong price decline, since the strong volume in the decliners helps fuel the selloff.
The Arms Index moves opposite the price trajectory of the Index. As discussed above, a strong price rally will see TRIN move to lower levels. A falling index will see TRIN push higher.
The Formula for Arms Index (TRIN) is:
TRIN=Advancing Volume/Declining VolumeAdvancing Stocks/Declining Stockswhere:Advancing Stocks=Number of stocks that are higherDeclining Stocks=Number of stocks that are lowerAdvancing Volume=Total volume of all advancing
How to Calculate the Arms Index (TRIN)
TRIN is provided in many charting applications. To calculate by hand, use the following steps.
At set intervals, such as every five minutes or daily (or whatever interval is chosen), find the AD Ratio by dividing the number of advancing stocks by the number of declining stocks.
Divide total advancing volume by total declining volume to get AD Volume.
Divide the AD Ratio by AD Volume.
Record the result and plot on a graph.
Repeat the calculation at the next chosen time interval.
Connect multiple data points to form a graph and see how the TRIN moves over time.
What Does the Arms Index (TRIN) Tell You?
The Arms index seeks to provide a more dynamic explanation of overall movements in the composite value of stock exchanges, such as the NYSE or NASDAQ, by analyzing the strength and breadth of these movements.
An index value of 1.0 indicates that the ratio of AD Volume is equal to the AD Ratio. The market is said to be in a neutral state when the index equals 1.0, since the up volume is evenly distributed over the advancing issues and the down volume is evenly distributed over the declining issues.
Many analysts believe that the Arms Index provides a bullish signal when it’s less than 1.0, since there’s greater volume in the average up stock than the average down stock. In fact, some analysts have found that the long-term equilibrium for the index is below 1.0, potentially confirming that there is a bullish bias to the stock market.
On the other hand, a reading of greater than 1.0 is typically seen as a bearish signal, since there’s greater volume in the average down stock than the average up stock.
The farther away from 1.00 the Arms Index value is, the greater the contrast between buying and selling on that day. A value that exceeds 3.00 indicates an oversold market and that bearish sentiment is too dramatic. This could mean an upward reversal in prices/index is coming.
Conversely, a TRIN value that dips below 0.50 may indicate an overbought market and that bullish sentiment is overheating.
Traders look not only at the value of the indicator but also at how it changes throughout the day. They look for extremes in the index value for signs that the market may soon change directions.
The Difference Between the Arms Index (TRIN) and the Tick Index (TICK)
TRIN compares the number of advancing and declining stocks to the volume in both advancing and declining stocks. The Tick index compares the number of stocks making an uptick to the number of stocks making a downtick. The Tick Index is used to gauge intraday sentiment. The Tick Index does not factor volume, but extreme readings still signal potentially overbought or oversold conditions.
Limitations of Using the Arms Index (TRIN)
The Arms Index has a few mathematical peculiarities that traders and investors should be aware of when using it. Since the index emphasizes volume, inaccuracies arise when there isn’t as much advancing volume in advancing issues as expected. This may not be a typical situation, but it’s a situation that can arise and could potentially make the indicator unreliable.
Here are two examples of instances where problems may occur:
Suppose that a very bullish day occurs where there are twice as many advancing issues as declining issues and twice as much advancing volume as declining volume. Despite the very bullish trading, the Arms Index would yield only a neutral value of (2/1)/(2/1) = 1.0, suggesting that the index’s reading may not be entirely accurate.
Suppose that another bullish scenario occurs where there are three times as many advancing issues as declining issues and twice as much advancing volume than declining volume. In this case, the Arms Index would actually yield a bearish (3/1)/(2/1) = 1.5 reading, again suggesting an inaccuracy.
One way to solve this problem would be to separate the two components of the indicator into issues and volume instead of using them in the same equation. For instance, advancing issues divided by declining issues could show one trend, while advancing volume over declining volume could show a separate trend. These ratios are called the advance/decline ratio and upside/downside ratio, respectively. Both of these could be compared to tell the market’s true story.
Articles of incorporation are a set of formal documents filed with a government body to legally document the creation of a corporation. Articles of incorporation generally contain pertinent information such as the firm’s name, street address, agent for service of process, and the amount and type of stock to be issued. The articles of incorporation are used to legally form the corporation.
Key Takeaways
Articles of incorporation is the documents filed with a government body (usually the state) that signifies the creation of a corporation.
In the U.S., articles of incorporation are filed with the Office of the Secretary of State where the business chooses to incorporate.
Broadly speaking, articles of incorporation include the company’s name, type of corporate structure, and number and type of authorized shares.
While the articles of incorporation are used almost exclusively outside of the company, other documents such as bylaws, operating agreements, or business plans are more useful internally.
By filing articles of incorporation, corporations may gain favorable tax advantages, the ability to issue stock and raise capital, or shield owners from liability.
Understanding Articles of Incorporation
Many businesses in the U.S. and Canada are formed as a corporation, which is a type of business operation that is formed in the state where the company carries out its operations. To be recognized legally as a corporation, a business must incorporate by taking certain steps and making certain decisions required under corporate law. One such step is filing a document known as articles of incorporation.
Articles of incorporation are in the document necessary to register a corporation with a state and acts as a charter to recognize the establishment of a corporation. The document outlines the basic information needed to form a corporation, the governance of a corporation, and the corporate statutes in the state where the articles of incorporation are filed.
Articles of incorporation are also referred to as the “corporate charter,” “articles of association,” or “certificate of incorporation.”
Where to File Articles of Incorporation
In the U.S., articles of incorporation are filed with the Office of the Secretary of State in the state where the business chooses to incorporate. Some states offer more favorable regulatory and tax environments and, as a result, attract a greater proportion of firms seeking incorporation.
For example, Delaware and Nevada attract about half of the public corporations in the U.S., in part because of the state laws that protect their corporations. Once established, the articles become a public record and provide important information about the corporation.
Many states charge filing fees for a business that incorporates in the state, whether the business operates there or not. A business that is incorporated in one state and is physically located or doing business in another state must register in the other state as well, which involves paying that state’s filing fees and taxes.
Depending on the state of incorporation, a company may pay filing fees ranging from $50 (as in Iowa, Arkansas, and Michigan) to $275 (as in Massachusetts) as of 2020. The fees can vary depending on whether the articles of incorporation were filed online or by mail.
Articles of Incorporation Document Requirements
The articles in the document vary by state, but the following items (i.e. “articles” are typically included:
Name of corporation
Name and address of the registered agent
Type of corporate structure (e.g., profit corporation, nonprofit corporation, non-stock corporation, professional corporation, etc.)
Names and addresses of the initial board of directors
Number and type of authorized shares
Duration of the corporation, if it wasn’t established to exist perpetually
Name, signature, and address of the incorporator, who is the person in charge of setting up a corporation
Most states also require the articles to state the firm’s purpose, though the corporation may define its purpose very broadly to maintain flexibility in its operations. Amazon’s certificate of incorporation, for example, states that the corporation’s purpose is “to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.”
Other provisions outlined in a company’s articles of incorporation may include the limitation of the directors’ liability, actions by stockholders without a meeting, and the authority to call special meetings of stockholders. Each state has certain mandatory provisions that must be contained in the articles of incorporation and other optional provisions that the company can decide whether to include.
While domestic companies will submit an article of incorporation, foreign corporate entities must file a certificate of registration to operate in a given state.
Articles of Incorporation vs. Other Documents
Articles of Incorporation vs. Bylaws
While the articles of incorporation are externally-filed formation documents, bylaws are more of use to a company when used internally. Bylaws set the internal processes and organization of how the company should be run. Bylaws outline the rules and procedures for the management of a company. Not all states require a company to maintain bylaws, though many require a company to formally memorialize the bylaws.
Articles of Incorporation vs. LLC Operating Agreement
Articles of incorporation are required state filings to form a corporation, while LLC operating agreements are used exclusively for LLCs. In addition, the articles of incorporation outline the information structure of the company. Meanwhile, operating agreements often outline how internal disputes will be resolved between members or owners. An LLC operating agreement acts more of a personal protection document than the articles of incorporation.
Articles of Incorporation vs. Business License
A business license often permits a company to operate within a specific jurisdiction or industry. It gives the holder the right to start and run a business in the designed geographical location that issues the license. The rights granted by a business license are often more specific and niche than the articles of incorporation; though similar information may be required for both, the articles of incorporation simply legally form an organization and is the highest governing document for a corporation.
Articles of Incorporation vs. Business Plan
A business plan is an internal document that may be shared with major customers, investors, or lending institutions that communicates the formal operating plan of a company. Often a strategic document, a business plan is mainly used by internal management as a roadmap for decision-making. This is in stark contrast of the articles of incorporation which are information-only, non-strategic requirements for legal reasons.
A company should internally maintain a copy of its articles of incorporation request.
Importance of Articles of Incorporation
A corporation should take care when filings its articles of incorporation as these formation documents carry great significance. For starters, they are legally required to structure a new business or company. The corporation can not form and be recognized by the state as a legal business entity until the forms are registered.
Once a business is incorporated, it often has a greater ability to raise capital via stock issuances. A corporation cannot sell stock until is incorporated via the filing of its articles of incorporation. Corporations may also receive more favorable tax treatment compared to individual or personal tax rates.
In addition, there are personal liability considerations for companies being formed. Individuals are often held liable for a company’s obligations until it is incorporated. By forming a legal corporation, business owners may be shielded from some personal liability for the company’s debts. This liability protection cannot occur until the articles of incorporation have been filed.
Example of Articles of Incorporation
The image below captures the first few requirements from the Secretary of State form required by the state of Washington. This form is to be completed and returned to the government agency for review.
Articles of Incorporation, Sample (WA State).
Some sections simply require a check mark for applicability or a ‘yes/no’ mutually exclusive selection. Other areas (such as the purpose of the corporation) require written response. As designated by the top of the form, this specific article of incorporation document template is for specific use for the formation of non-profit corporations.
The Washington State Articles of Incorporation form ends with the certification section in which an incorporator must certify the information given is correct to the best of their knowledge. The incorporator is also required to provide some personal information along with their signature.
Articles of Incorporation, Certification Section (WA State).
The form above had been filed by Parrot Foundation, a Washington nonprofit organization. A snipped of Parrot Foundation’s articles of incorporation has been provided below as an example of the dates, structure, and business purpose a company may request when filing its articles of incorporation.
Parrot Foundation, Articles of Incorporation.
What Is the Purpose of the Articles of Incorporation?
The purpose of the articles of incorporation is to legally form a corporation. The filing submits information to a state agency, and the state agency officially determines whether the corporation can be recognized as a formal company. Once incorporated, the business may receive a number of different benefits (mentioned below) via its status as a corporation.
What Are the Benefits of Filing Articles of Incorporation?
By filing articles of incorporation, a company can officially become incorporated. Once incorporated, the company may receive favorable tax benefits and have the ability to raise capital by issuing stock. In addition, the owners of the corporation have different liability over company debts once a corporation is formed.
How Do You Write Articles of Incorporation?
Articles of incorporation are filed with your state’s Secretary of State office. That department provides a form that requests a variety of information about your newly forming corporation. Upon completing the required fields, the form is submit back to the Secretary of State for review. The state agency that reviews the form will contact you should they have any clarifying questions regarding your information.
Can One Person Submit Articles of Incorporation?
Yes, it is possible to incorporate a business with just one employee. That single owner will be responsible for all aspects of the company. In addition, that sole individual will be the only shareholder. However, they may be listed as the only member on the articles of incorporation.
The Bottom Line
If a company wants to become a corporation, it must file articles of incorporation with its appropriate state agency. This formation document is required as part of the incorporation process, and the articles provide the state a variety of information about the company and its incorporators. Different from other legal documents that outline how a company will operate internally, the article of incorporation is intended to help external parties evaluate and form a corporation.
