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Common stock is prescribed by law; each share of common stock carries one vote, and common shareholders are entitled to a prorated share of common stock dividends (if a dividend is declared). Preferred stock has no set prescription or formula under Delaware law. It may be voting stock or non-voting stock, and its terms are open and limited only by what the Board of Directors negotiate. It can be structured to offer the investors preferential financial assurances without giving them voting rights.
Preferred stock and common stock are not exclusive - they can be used together. One popular method of preserving insider voting control when raising investment capital is to use preferred stock in addition to common stock.
In some preferred stock models, a number of specified stockholders may be assigned superior dividends, liquidation rights (if the company should file for bankruptcy protection) and other considerations. The company can have the right to buy out preferred stockholders at a given price, or at a given date in the future for a formula price. The flexibility of the preferred stock model truly represents one of the great advantages of Delaware corporation law, so much so that sometimes corporate lawyers refer to this type of stock as "blank check preferred stock".
When you purchase preferred stock certificates through Harvard Business Services, Inc., you will receive 10 stock certificates marked "preferred," a white paper report describing in more detail how to use preferred stock and all the required additions to your Certificate of Incorporation and corporate records to authorize you as a seller and issuer of preferred stock. If you purchase these preferred shares at the time of formation, we only charge $150. If you decide to purchase them later, the charge will be $350.
For more information on preferred stock, please see our introduction to preferred stock page.Form a Delaware Corporation Now
Since 1981, Harvard Business Services, Inc. has helped form 167,321 Delaware corporations and LLCs for people all over the world.
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