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Affidavit for Lost, Stolen, or Destroyed Stock Certificate

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Affidavit for Lost, Stolen, or Destroyed Stock Certificate

STATE OF

COUNTY OF

PERSONALLY appeared before me, the undersigned authority in and for said county and state, , who, having been being first duty sworn by the undersigned Notary Public, deposes and says:

1. That I reside at .

2. That I am the legal and beneficial owner of shares of the stock of represented by certificates described as follows:

Number:

Date:

Registered Name:

3. That said certificates endorsed.

4. That I have not assigned, hypothecated, pledged, or in any other way disposed of either the stock certificates or my rights as a stockholder, in whole or in part.

5. That I am entitled to full and exclusive possession of said certificates.

6. That the circumstances surrounding the of said certificates and my attempt to locate them are as follows:

7. That the purpose of preparing this affidavit is to induce to issue new certificates to replace those that have been .

8. That I hereby agree to surrender to the original certificates issued to me should they hereafter come into my possession or control.

SWORN to and subscribed before me, this the day of , 20

My Commission Expires:

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What this affidavit is and when it applies

An Affidavit for Lost, Stolen, or Destroyed Stock Certificate is a sworn statement used to notify a corporation, transfer agent, or registrar that a stock certificate cannot be located and to request issuance of a replacement certificate. The affidavit identifies the owner, the missing certificate (share class, certificate number, number of shares), the circumstances of loss or destruction, and attests to indemnification or agreement to defend the issuer against claims. Corporations typically require a signed, notarized affidavit and may require an indemnity bond or other supporting documentation before issuing a replacement.

Why you might prepare this affidavit

Provides a formal, notarized declaration that protects the issuer and the owner while enabling replacement of a lost or destroyed stock certificate; it documents ownership and supports transfer or reissuance.

Why you might prepare this affidavit

Typical parties who complete or accept the affidavit

The document also appears in broker-dealer workflows and estate settlements where proof of ownership and indemnity are required before reissuance.

  • Individual shareholders who hold certificated stock and cannot locate the original certificate.
  • Trustees or executors managing estate assets where a decedent's certificate is missing.
  • Corporate transfer agents or registrars reviewing requests for reissuance.

Authorized signers and typical roles

Shareholder

The registered owner of record signs the affidavit. If the stock is owned by a trust or business, an authorized representative signs using the entity's legal name and capacity, with supporting documentation showing authority.

Agent / Executor

When an agent, attorney-in-fact, or executor signs, they must attach proof of authority (power of attorney, letters testamentary) and sign in a capacity block specifying their role and relationship to the owner.

Essential data elements to include

Owner name: Full legal name
Certificate details: Number and shares
Loss description: How it was lost
Indemnity terms: Bond or promise
Signatory capacity: Owner role
Notary block: Notary acknowledgment

Legal risks and consequences to be aware of

False statements: Perjury risk
Improper authority: Void reissuance
Missing notarization: Issuer rejection
Undisclosed liens: Title disputes
Incorrect names: Transfer delays
No indemnity: Issuer requires bond

Common pitfalls to avoid

  • Failing to provide exact certificate numbers or share counts delays processing and may lead to requests for additional verification.
  • Signing without evidence of authority (power of attorney, corporate resolution, or letters testamentary) can invalidate the affidavit for institutional owners.
  • Omitting a notarized signature often results in outright rejection by transfer agents and requires resubmission.
  • Using inconsistent names or abbreviations across supporting documents can trigger identity verification checks and slow issuance.

How organizations handle replacement certificates

Real-world examples show variation: some issuers accept an affidavit alone, while others require an indemnity bond or court order depending on share value and dispute risk.

Private Company Reissue

A private shareholder lost an original certificate in a home move and filed an affidavit

  • Transfer agent required an indemnity bond due to stock value
  • The shareholder obtained a bond and the agent issued a replacement after a standard waiting period and confirmation of ownership.

Estate Administration

An executor discovered a missing certificate during probate and filed an affidavit with death certificate and letters testamentary

  • The transfer agent requested proof of authority and a copy of the will
  • After documents were accepted, the agent reissued the certificate in the estate's name.

Step-by-step: preparing the affidavit

Follow these sequential steps to prepare a complete affidavit and avoid common causes of delay.

  • 01
    Identify certificate: Record certificate number and shares
  • 02
    Describe loss: Explain when and how it was lost
  • 03
    Attach proof: Include ID and supporting documents
  • 04
    Notarize signature: Sign before a notary public

Typical submission and review flow

Most issuers follow a predictable review: document intake, identity verification, indemnity decision, and reissuance or denial.

  • Submit affidavit: Send notarized document to transfer agent
  • Agent review: Verify identity and ownership
  • Indemnity check: Decide bond or hold period
  • Reissue: Replace certificate or provide outcome

Core sections to include in a professional affidavit

A complete affidavit clearly identifies the stock, the owner, the facts of loss, any indemnity or bond terms, and includes a notarized signature and effective date.

Caption

Include issuer name, transfer agent, and a title such as 'Affidavit of Loss of Stock Certificate' to ensure routing and clarity for corporate records and agent review.

Statement of facts

Provide a concise, chronological description of how the certificate was lost, stolen, or destroyed, including approximate dates and any relevant police or recovery efforts.

Ownership details

State the exact registered owner name, certificate number, share class, and number of shares to permit matching against issuer records and avoid mismatches.

Acknowledgment

Include a sworn declaration and notarization block, and state the signer's capacity; add indemnity or bond reference if required by the issuer.

Best practices for efficient processing

Adopt these practices to reduce processing time and decrease the chance of additional document requests.

Use exact legal names
Enter the owner name exactly as it appears on issuer records and government ID; mismatched naming is a primary cause of rejections and longer verification times.
Provide certificate identifiers
Supply certificate number and issue date when available; even partial details help transfer agents locate records and avoid unnecessary additional steps.
Bundle supporting documents
Attach a copy of government-issued ID, proof of authority (if signing for an entity), relevant death or probate documents, and any police reports to preempt follow-up requests.
Check notarization rules
Confirm whether the issuer accepts remote online notarization (RON) or requires in-person notarization; follow the issuer's instructions to prevent rejection.

Typical timelines and processing expectations

Processing times vary by issuer and the need for an indemnity bond; plan for verification and potential waiting periods.

Initial review time:

2–10 business days for basic verification

Indemnity decision:

1–4 weeks if bond required

Bond underwriting:

Up to 2 weeks for bond issuance

Reissue timeframe:

Typically 2–6 weeks after approval

Expedited requests:

May be available for an extra fee

Optional provisions and issuer-requested addenda

Issuers may require additional language or attachments depending on corporate bylaws, share class, or value of holdings.

Indemnity bond

A surety bond may be required as security to protect the issuer from competing claims; the bond amount typically reflects the number of shares and market value.

Hold period

Some issuers impose a holding or waiting period before issuing a replacement to allow for claims against the original certificate to surface.

Affirmation of no transfer

A clause certifying that no transfer has been made since the certificate was issued helps protect against fraudulent transfers and supports reissuance.

Power of attorney

When signed by an agent, include a notarized power of attorney or certified corporate resolution establishing authority to act for the owner.

Escrow instructions

For high-value shares, the issuer may place the replacement certificate in escrow pending expiration of a claim period or receipt of a bond.

Evidence of destruction

If the certificate was destroyed, attach evidence such as a photograph of the damaged certificate when available to support the claim.

How to assemble supporting documentation

Organize documents so the transfer agent can complete verification without repetitive follow-up.

01

Identification:

Government ID copy
02

Ownership proof:

Broker statement or stock ledger excerpt
03

Authority proof:

POA or letters testamentary
04

Loss evidence:

Police report or affidavit narrative
05

Indemnity documents:

Bond or insurer contact
06

Notarization:

Notary acknowledgment

Typical eSubmission workflow settings for an affidavit

Configure a repeatable workflow so all required fields, signature blocks, and attachments are requested before submission.

Field Configuration
Owner name field Required, auto-validate against ID
Certificate fields Required, numeric-only input
Attachments Make ID and proof attachments mandatory
Notary block Place signature and date fields for notarization

Digital signing and submission considerations

If the issuer accepts e-signatures under ESIGN or UETA, include a notarization method consistent with state rules; when HIPAA or sensitive data is involved, ensure BAA-compliant handling.

  • Document formats: PDF and DOCX supported
  • Authentication: Email, SMS code, or advanced methods
  • Integrations: Works with common CRMs

Affidavit versus common alternatives

Compare how an affidavit differs from indemnity bonds and replacement-certificate requests to determine which path an issuer may require.

Criteria Affidavit Indemnity Bond
Notarization required
Proof of ownership moderate strong
Issuer security lower risk higher assurance
Processing time 2–6 weeks 3–8 weeks

Typical eSignature vendor pricing comparison for affidavit workflows

Platform pricing and capabilities vary by plan and required features such as bulk send, HIPAA compliance, and audit trails; signNow is shown first for comparison.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial 30-day trial Trial available Trial available Trial available
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions and troubleshooting

Answers to common questions when preparing or submitting an affidavit for a lost, stolen, or destroyed stock certificate.


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