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What's an affidavit of lost stock certificate and indemnity agreement?

It happens. Sometimes stock certificates get lost or are accidentally destroyed. But don’t worry. Whether you plan to keep, sell, or transfer your stock, there is a way to recover the physical certificates. The company or transfer agent will replace them, but first they will require you to provide a verified, sworn statement known as an affidavit of lost stock certificate.

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Here's the info you'll need to have handy to complete your doc:

  • Who it's coming from

    Know for whom this document is being signed and where.

  • Circumstances

    Be able to describe how the stock certificates were lost or destroyed.

  • Stock information

    Have the name of the company handy, as well as the par value and type of stock certificates being discussed.

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Sample affidavit of lost stock certificate and indemnity agreement

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STATE OF

COUNTY OF

of , , , , being duly sworn, does hereby swear and affirm as follows:


1. I am of legal age, and am an authorized officer, representative, or agent of , which is the sole legal and beneficial owner (the "Shareholder") of shares of stock, par value, of , a(n) corporation (the "Company"), represented by certificate number(s) (the "Original Certificate(s)"), issued on by the Company in the name of the Shareholder.

2. The Original Certificate(s) have been loststolendestroyed.

3. The Shareholder has made the following efforts to locate the Original Certificate(s)The destruction of the Original Certificate(s) occurred as follows: .

4. The Original Certificate(s) were not endorsedendorsed as follows: .

5. None of the Original Certificate(s), or the Shareholder's rights in them, have, in whole or in part, been assigned, transferred, hypothecated, pledged, gifted, or otherwise disposed of in any manner whatsoever.

6. The Shareholder is entitled to the full and exclusive possession of the Original Certificate(s), and no other person or entity has any interest in the Original Certificate(s) or the proceeds from those.

7. If the Shareholder ever locates the Original Certificate(s), or if they are otherwise returned to the Shareholder, the Shareholder agrees that such Original Certificate(s) have no value and that it will surrender those recovered Original Certificate(s) to the Company immediately and without consideration for cancellation.

8. The Shareholder hereby requests and is making this affidavit for the purpose of requesting the Company to issue new or duplicate stock certificates in substitution for the Original Certificate(s).

9. In consideration of the above, the Shareholder shall:

  • (a) release the Company from all claims, suits, or causes of action the Shareholder may have against the Company relating to the Original Certificate(s) or the Company's compliance with the Shareholder's request in this affidavit; and
  • (b) indemnify the Company against all losses, damages, liabilities, and expenses relating to:
    • (i) the issuance and delivery of new certificate(s);
    • (ii) any payment, transfer, delivery, exchange, or other act related to the Original Certificate(s), whether done by accident, oversight, or neglect, or whether made or done on presentation of the Original Certificate(s), without contesting the propriety of that payment, transfer, delivery, exchange, or other act;
    • (iii) the Original Certificate(s) or the Company's compliance with the Shareholder's request in this affidavit; or
    • (iv) any breach or violation of are presentation or covenant contained in this affidavit.

The Shareholder is signing this affidavit on the date set forth below.

Date: ____________________



______________________________________________
Signature of


STATE OF
COUNTY OF
Subscribed and sworn to before me this ____ day of _______, 20___, at _______, ____________.
______________________________________________
Signature of Notary Public
Name of Notary Public: ______________________________________________ (SEAL)
Notary Public, State of
My commission expires: ____________________