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Mar
24 • 2017
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What happens if a shareholder loses his or her stock certificate?

Shareholders’ ownership interests in a corporation are evidenced by shares, which traditionally take the form of paper stock certificates signed by an appropriate corporate official and delivered to the shareholder. See Cal. Corp. Code §§ 184, 416. If a shareholder’s stock certificate is lost, stolen, or destroyed, the corporation may issue a new certificate to the shareholder. However, the corporation may first require that the shareholder provide the corporation with adequate security, such as a bond, to indemnify the corporation against a claim against it on account of the alleged loss, theft, or destruction of the certificate. See Cal. Corp. Code § 419. If the corporation refuses to issue a new share certificate in place of the missing one, the shareholder may bring a legal action seeking to require the corporation to issue a new certificate. If the court is satisfied that the plaintiff is the lawful owner of the number of shares described in the complaint, the court can order the corporation to issue a new certificate, contingent on the plaintiff providing the corporation with a bond or other security sufficient to indemnify the corporation against a claim against it on account of the missing certificate.