Issuance is the act of formally giving something out by the party with authority to do it, whether that is new securities put into circulation or an official document sent to the party it concerns. In US securities usage an issuance is an offering of new securities, also called a primary offering, run as either a public offering or a private placement, with the proceeds going to the issuer rather than a selling holder (Cornell LII, Wex, issuance).
The Securities Act supplies the two statutory terms behind it. The term issuer means every person who issues or proposes to issue any security, and the term sale reaches every contract of sale or disposition of a security or interest in a security, for value (15 U.S.C. 77b(a)(4) and 77b(a)(3)). Which route an issuance takes is a registration question. Using the mails or interstate commerce to sell a security is unlawful unless a registration statement is in effect as to it (15 U.S.C. 77e(a)), and that prohibition does not reach transactions by an issuer not involving any public offering (15 U.S.C. 77d(a)(2)), the exemption a private placement rests on.
Authorized, Issued, and Outstanding
An issuance of stock runs against a ceiling the corporation set for itself, and these three counts are the confusion the term is usually tangled with. A Delaware certificate of incorporation must state the total number of shares the corporation has authority to issue (8 Del. C. § 102(a)(4)), which is the authorized count. Within that ceiling the directors may issue additional shares, or take subscriptions for them, up to the amount authorized (8 Del. C. § 161). What has gone out that way is the issued count.
Outstanding is narrower than issued wherever the corporation holds reacquired shares uncancelled. Reacquisition does not automatically reverse an issuance, and whether it reverses one at all is a question of state law, resolved in treasury shares.
What the issuance fixes on the books is recorded next door. Par value and additional paid-in capital sit in common stock, the ledger of all issuances and transfers in stockholder, and debt issuance costs in bonds payable. A stock split brings in no consideration, which is what separates it from an issuance.
Issuance of a Document
Outside securities the word names the same act. A determination letter is a written statement issued by a district director in response to a written inquiry, applying to the particular facts the principles and precedents previously announced by the National Office, and it is issued only where the determination can be made on clearly established rules already set out in the statute, a regulation or published guidance (26 CFR 601.201(a)(3)).
The Date of Issuance of Financial Statements
Financial statements carry an issuance date of their own, and it is a defined term rather than a print date. They are considered issued when they are widely distributed to shareholders and other users for general use and reliance in a form and format that complies with generally accepted accounting principles, and available to be issued when they are complete in that form and format and all approvals necessary for issuance have been obtained (FASB, Accounting Standards Update 2014-15, Glossary).
Which of the two dates governs depends on the entity. An SEC filer evaluates subsequent events through the issued date, as does a conduit bond obligor whose conduit debt trades in a public market, and an entity meeting neither criterion uses the available-to-be-issued date. An entity that is not an SEC filer discloses both the date through which subsequent events were evaluated and which of the two dates that is (FASB, Accounting Standards Update 2010-09, paragraphs 855-10-25-1A, 855-10-25-2 and 855-10-50-1).
The management test in going concern runs its window from whichever of those two dates applies. The auditor’s subsequent events procedures run on a separate clock, covering the period from the date of the financial statements to the date of the auditor’s report, set out in year-end audit preparation.
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