According to K P McGuiness, Canadian Business Corporations Law 3d ed, volume 2 (Toronto: Carswell), at 1178-1179
- The words “share” and “stock” are not synonyms. A “share” is a security that gives a person a participation interest in the corporate issuer of the security. “Stock” is short form for the “capital stock of a corporation”, which refers to the property contributed to a corporation by its shareholders.
- The phrase “issued and outstanding” when used to refer to an issued share is redundant because the share cannot be issued without being outstanding.
Is the latter statement always true? Subsection 35(6) of the Business Corporations Act (Ontario) states that
Shares of any class or series or fractional shares issued by a corporation and purchased, redeemed or otherwise acquired by it shall be cancelled or, if the articles limit the number of authorized shares of the class or series, may be restored to the status of authorized but unissued shares of the class.
A corporation, then, might issue a share, purchase it for cancellation and then “restore” it to an authorized but unissued share of the class. That is, a share might have been issued at one time but not be outstanding any longer, and so “issued and outstanding” can denote a share that is issued and still outstanding.
