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Authorized Capital Stock- the amount fixed in the Articles of Incorporation to be subscribed and paid by the stockholders of the

corporation; the number of authorized shares indicates the maximum number of shares the corporation can issue as specified in the article
of incorporation. This maximum number of shares when multiplied by the par value of the share will yield the authorized share capital. Any
increase or decrease in the authorized share capital requires prior approval of the SEC and formal amendment to the articles of
incorporation.

Subscribed Capital Stock- the portion of the authorized capital stock that is covered by subscription agreements whether fully paid or not;
it is the portion of the authorized share capital that has been subscribed but not yet fully paid. This shareholders’ equity account is credited
for the total par value of the shares subscribed and debited for the total par value of the fully collected subscriptions.

Paid- Up Capital – is the amount of outstanding capital stock and additional paid-in capital or premium paid over the par value of the
shares. Special laws may also impose initial capitalization requirements. Otherwise called, paid in capital - the portion of the authorized
capital stock which has been subscribed and actually paid; (share capital) reflects the amount of resources received by a corporation as
result of investment by shareholders, donations or other share capital.

Outstanding capital stock- the total shares of stock issued to subscribers or stockholders, whether or not fully or partially paid except
treasury shares so long as there is a binding subscription agreement; these are issued shares, which are in the hands of the shareholders.
The number of outstanding shares will equal the difference between the issued shares and the treasury shares.

Capital – properties and assets of the corporation that are used for its business or operation.

Capital Stock- consists of all classes of shares issued to stockholders, which are common shares as wells as preferred shares, which may
have different rights, privileges, or restrictions as stated in the articles of incorporation.

Stated Capital- is the sum of the par value of all issued par value shares, the entire amount received for no- par value shares and any
amount transferred by a stock dividend or other corporate function from surplus to the stated capital. Even treasury shares are considered
part of the Stated Capital under the definition because Stated Capital includes all issued shares.

Legal Capital – it is the capital contributed by shareholders comes from the sale of shares of stock; portion of the contributed capital or the
minimum amount of paid-in capital, which must remain in the corporation for the protection of corporate creditors.

Working Capital- consists mainly of cash, the value of the inventories and account receivables, less account payable. It is, therefore, a
company’s net investment to support its day-to-day operations, and the amount needed varies from industry to industry; Working capital is
often called the revolving or short-term capital. There are three types of working capital: 1)Gross and net working capital—The gross is the
companies’ total current assets while the net working capital is the difference between the current assets and current liabilities;
2)Permanent working capital—This is the minimum amount of working capital that must always remain invested. These are the assets
necessary for a company to carry out its day-to-day operations. In all cases, some amount of cash, inventories or trade receivables are locked
in; and 3)Variable working capital—Working capital requirements of companies might increase or decrease from time to time due to various
external and internal factors, including seasonality of the business. Variable funds, therefore, are drawn from short-term sources.

Working capital management is about managing current assets and current liabilities. This involves managing the relationship of the
company’s short-term assets with its short-term liabilities. Managing working capital is essential to ensuring a balance between liquidity and
profitability.

Circulating Capital - can consist of cash, operating expenses, raw materials, inventory in process, finished goods inventory and accounts
receivable. The opposite of constant (fixed) capital, circulating capital is, by definition, a company's non-permanent capital. It refers to the
resources a company draws on to produce its goods and services, including paying salaries and other operating expenses such as rent and
utilities.

Conversion - preferred shares may be stipulated as convertible into common shares. These features of the preferred share must be
stipulated in the Articles of Incorporation.

Reclassification- shares that are originally common shares may be reclassified into preferred shares. A holder of shares that are reclassified
can exercise the appraisal right, in other words, the shareholders retain their right to dissent and demand payment of the fair value of their
shares.

Shareholders – are the holders of shares in a corporation with interest over the management (control), income (dividends) and assets
(share upon liquidation) of the corporation;

Subscribers- are persons who have agreed to take and pay for original, unissued shares of a corporation formed or to be formed. So,
subscriber may not be a stockholder. He becomes stockholder only from the time his subscription is accepted by the corporation or the
corporation’s offer is accepted by him. Technically, a person is not a stockholder unless he is recorded as such in the books of the
corporation. All incorporators are subscribers but a subscriber need not be an incorporator

Retired- In order to retire stock, the company must first buy back the shares and then cancel them. Shares cannot be reissued on the market,
and are considered to have no financial value. They are null and void of ownership in the company. Retired stock is repurchased from the
money saved in the company's retained earnings. Sometimes when a company buys back shares of its own stock, it doesn't have the desire to
hang on to them. In this case, the company can choose to cancel, or retire the shares according to SEC regulations. Once shares are retired,
they cannot be reissued, and no longer have any financial value nor do they represent any ownership in the company.

Watered – This is a stock that is issued for less than its par or issued value (and is not a treasury stock.) It's not void per se, but the
corporation and its creditors can sue the stockholder and the officer in question (if he didn't object to such a transaction) for the difference
between the issued/par value and the actual price paid; issuance of stock in excess of the authorized capital stock of the corporation.
Watered stock is shares in a corporation that are sold at a price higher than the value of the underlying assets. This situation can arise when
the assets are grossly overvalued, usually through a manipulative scheme. The seller of the shares then pockets the proceeds and leaves
investors with valueless stock.

Bonus- is additional shares given to the current shareholders without any additional cost, based upon the number of shares that a
shareholder owns. These are company's accumulated earnings which are not given out in the form of dividends, but are converted into free
shares.

Over issued Over-issued stocks (in excess of the authorized capital stock) are void, even if the transferee is in good faith.

Convertible- these are shares which, at the option of the stockholder, may be exchanged with other securities of the issuing company. The
most usual form of conversion is from preferred to common stocks which once made, there may be no conversion; Convertible preferred
stocks are preferred stocks which are exchangeable into common stocks at the option of the holder under specified terms and conditions.

Guaranteed- the dividend payments of guaranteed stocks are guaranteed by a company other than the issuing company, a corporation may
not guarantee the dividend payment of its own stock.

A stock in a company for which another company or bank promises to pay dividends in case the issuing companydefaults. Because guarantee
d stocks carry lower risk, they are usually more expensive than non-guaranteed stocks.

Interests- bearing- are stocks issued by a corporation under an agreement to pay a certain rate of interest thereon. Furthermore, "interest
bearing stocks", on which the corporation agrees absolutely to pay interest before dividends are paid to common stockholders, is legal only
when construed as requiring payment of interest as dividends from net earnings or surplus only.

Debenture- is a debt security issued by a corporation or government entity, and it is not backed by an asset or lien; it is a loan contract
issued by a company or public body specifying an obligation to return borrowed funds and pay interest, secured by all or part of the
company’s property. Certificates specifying the amount of stock, with coupons for interest attached, are usually issued to the lenders. The
interests of the stockholders may be protected by a trust deed naming a trustee who acts on behalf of the stockholders and against whom
they actually have claim. In case of default, the debenture holder may appoint a receiver to seize and realize assets and repay the money
secured. Debenture stockholders are entitled to dividend payments at fixed intervals. Like regular debentures, debenture stocks are
normally not backed by any collateral; however, a form of protection may be sought through a trust deed that names a trustee to act on
behalf of stockholders. The operation of debenture stocks is nearly identical to preferred stocks.

Deferred – refers to shares where dividend payments are subject to the occurrence of a contingent event or the lapse of a specified period.
Stocks receive their dividend whenever declared by the board of directors.

Vetoing- allows the holder of this stock to vote for or vote against (veto) corporate matters, usually brought to them in a shareholder's
meeting. The holders of a Vetoing Stock however don't have a say in electing the board of directors of a company. Usually very important
decisions for a company are discussed with the shareholders with voting rights in order to decide how to proceed in a certain matter.

Promotion – issued to those who may originally own the mining ground or valuable rights connected therewith, for incorporating the
company or for services rendered in launching or promoting the welfare of the company, such as advancing the fees for incorporation,
attorney’s fees, surveying, advertising, etc.

Street Certificate- a certificate showing ownership of a specified number of shares of stock; endorsed by the owner and guaranteed by a
broker, it may be traded without formal transfer on the books of the corporation issuing the stock.

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