TITR: Dumb Fake Numbers

I thought RayCo was worthless. The Commonwealth of Virginia disagreed, loudly.

When you form a corporation, you pick an authorized share count. It’s pretend math until you issue stock. I chose 10,000,000 because it’s a common startup default with nice cap-table granularity.

Everything was fine until I tried to register in Virginia as a foreign corporation.

As it turns out, some states insist that share count reflects the size of your business and scale fees accordingly. It didn’t matter that there was no revenue, assets, or operations. To Virginia, ten million shares of nothing put me on the same footing as billion-dollar businesses.

Some states offer a “value-based” alternative. Virginia does not.

So, I got board assent and filed a charter amendment so the tax office could plug a smaller fake number into their calculator. One form, a few hundred dollars, and a little waiting was all it took.

A few weeks later, ten million shares became ten thousand, and a fee of thousands became a fee of one hundred.

Let this serve as a cautionary tale of the perils of oversharing.