Who should sign the affidavit?

An officer or authorized agent of the corporation should sign in their corporate capacity. If the officer is not listed in corporate records, attach a board resolution or officer certificate confirming authority.

Is notarization always required?

Many recipients require notarization to authenticate the signer’s oath; some jurisdictions accept an acknowledgment instead. Confirm with the receiving party and local rules before relying on electronic methods.

Can the affidavit be e-signed?

Yes, electronic signatures are generally valid under ESIGN and UETA when intent, consent, attribution, and record retention are met. Ensure the eSignature solution provides a tamper-evident audit trail.

What supporting documents are typical?

Attach excerpts from the stock ledger, certificates, board resolutions, or shareholder agreements that substantiate ownership and signer authority, as requested by the recipient.

How should errors be corrected?

Do not alter a signed affidavit. Prepare a corrected affidavit, have it signed and notarized, and include a brief explanation or errata signed by the same party to maintain chain-of-custody.

How long must originals be kept?

Retain originals during the active period and for several years after termination; federal and industry rules often require a minimum of three to six years depending on applicable statutes.

Electronic Signature
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Stockholders Affidavit

Stockholders Affidavit

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STOCKHOLDER'S AFFIDAVIT REGARDING LOST CERTIFICATE

STATE OF ALABAMA

COUNTY OF

being duly sworn, depose and say upon oath as follows:

The following certificate represents shares of stock in .

This stock certificate is believed by affiant(s) to have been lost, and is described as follows: Stock Certificate No. to for shares of stock in .

The affiant(s) has/have reason to believe that this certificate has been lost because he/she/they have made a diligent search of all of his/her/their financial records, and the certificate is nowhere to be found.

He/She/They further state that the certificate was not endorsed and that it has not been pledged, sold, delivered, transferred, or assigned and that he/she/they do hereby agree that, in the event he/she/they recover the certificate at any time, he/she/they will cause the said certificate to be returned to the corporation for cancellation.

This affidavit is being made to induce to cancel the certificate named above, in consideration of the transfer of stock from to .

Affiant(s) state that the above statements are true and correct to the best of his/her/their knowledge, information, and belief.

Dated this day of

STATE OF

COUNTY OF

I, the undersigned authority, a Notary Public in and for said County, in said State, do hereby certify that whose name is signed to the foregoing document and who is known to me, acknowledged before me on this day, that, being informed of the contents of the document, he executed the same voluntarily on the day the same bears date.

Given under my hand and official seal, this day of

Notary Public

What a Stockholders Affidavit Is and when it’s used

A Stockholders Affidavit is a sworn written statement by a corporation’s shareholder(s) that verifies ownership, share counts, and authority to act. It is commonly used in corporate transactions, mergers, financing, and real estate closings to confirm ownership status and that no undisclosed liens or agreements affect transferability. The affidavit is signed under penalty of perjury and usually notarized; courts, title companies, lenders, and counterparties rely on its factual assertions when deciding whether to accept or record a transfer. Accuracy and proper execution determine its legal effect.

Why a Stockholders Affidavit matters to transactions

A clear, correctly executed affidavit reduces title and ownership risk, helps complete due diligence, and provides evidence of share ownership and signer authority in the event of disputes.

Who completes or relies on a Stockholders Affidavit

Typical parties prepare, sign, or request the affidavit at closing or during corporate transactions.

Title companies and lenders verifying clean ownership and encumbrance status during property-related transfers.
Corporate officers or corporate counsel preparing sworn ownership statements for mergers or asset sales.
Purchasers, escrow agents, and counterparties who require written assurance of shareholder authority and share counts.

The document is distinct from corporate minutes or stock ledgers, but it often references those records as supporting evidence.

Step-by-step: completing the Stockholders Affidavit

Follow this sequence to prepare, verify, sign, and deliver a compliant affidavit.

01

Gather records: Retrieve bylaws, stock ledger, and certificate copies.
02

Draft affidavit: Populate entity and shareholder details accurately.
03

Review authority: Confirm signer is an officer or authorized agent.
04

Sign and notarize: Execute under oath and obtain required notarization.

Core elements to include in a professional affidavit

A complete Stockholders Affidavit combines identification, factual ownership details, legal assertions, and authentication elements so recipients can rely on the statement.

Statement of ownership

A clear clause stating the shareholder’s name, number of shares, class of stock, and percent ownership where applicable; identify certificated or uncertificated status.

Corporate authority

Language confirming the signer’s corporate title and authority to make the affidavit on behalf of the corporation, tied to bylaws or board resolution if required.

No encumbrances

Affirmation that shares are free of liens, pledges, or transfer restrictions except those disclosed in the affidavit or referenced exhibits.

Supporting references

References to the stock ledger, certificate numbers, board minutes, or shareholder agreements that substantiate the factual assertions.

Sworn statement

An attestation clause under penalty of perjury with venue language and the date of execution.

Notarial block

A notary acknowledgment or jurat as required by state law; include remote online notarization details if used.

Essential data points to include on the form

Entity name: Full registered corporate name

Shareholder ID: Full legal name of shareholder

Share details: Number and class of shares

Supporting docs: Stock ledger or certificate refs

Execution date: MM/DD/YYYY format

Notary data: Notary jurisdiction and signature

Where to send or file the completed affidavit

Destination depends on the transaction: closings, corporate filings, escrow, or lender document collections each have different routing needs.

Escrow or title: Provide original notarized affidavit to escrow or title company for closing.
Lender file: Deliver executed affidavit to lender counsel for underwriting records.
Corporate records: Retain a copy in the company minute book or electronic corporate folder.
Counterparty counsel: Send a certified copy to the purchaser or acquiring counsel if requested.

How to distribute and collect the affidavit electronically

Electronic distribution uses secure document platforms, eSignature, and optional notarization integrations to preserve authenticity and chain-of-custody.

Account options: Guest signing or authenticated signer workflows
Integrations: Support for Salesforce, NetSuite, Google Workspace, Box
File formats: PDF and DOCX supported for upload and export

Common preparation errors to avoid

Using an incorrect legal entity name that does not match the Secretary of State records causes delays and may invalidate the affidavit.
Failing to cite supporting ledger or certificate numbers forces recipients to request proof, prolonging closings and adding administrative cost.
Signing without confirming signer authority or board approval can create disputes about the affidavit’s validity and may require ratification.
Omitting notarization or using an uncertified remote method where not allowed by the receiving party can render the document unacceptable.

Risks and legal consequences of incorrect statements

Perjury exposure: Criminal risk if knowingly false

Civil liability: Damages from reliance on false facts

Transaction delays: Closings postponed pending verification

Title defects: Risk of unsuccessful recording

Professional sanctions: Counsel or officer discipline possible

Indemnity claims: Obligation to indemnify buyers or lenders

Timing considerations and common deadlines

Match affidavit timing to the closing or transaction schedule; obtain notarization and deliver originals early to avoid last-minute holds.

Pre-closing delivery:

Provide affidavit to escrow at least 3 business days before closing when possible

Notarization timing:

Sign and notarize on the execution date; remote notarization must comply with receiving jurisdiction

Record requests:

If recording is necessary, coordinate with county recorder for cutoff times

Document retention:

Keep signed originals until obligations and potential disputes expire

Requester deadlines:

Respond to lender or title company requests promptly to avoid funding delays

Typical eSignature vendor pricing and feature snapshot

Comparison of common eSignature vendors for executing affidavits; pricing reflects published starting plans and common capabilities.

	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	Yes, 7-day	No	No	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about Stockholders Affidavits

Answers to common execution and filing questions when preparing a Stockholders Affidavit.

Need help? Contact support

Who should sign the affidavit?
An officer or authorized agent of the corporation should sign in their corporate capacity. If the officer is not listed in corporate records, attach a board resolution or officer certificate confirming authority.
Is notarization always required?
Many recipients require notarization to authenticate the signer’s oath; some jurisdictions accept an acknowledgment instead. Confirm with the receiving party and local rules before relying on electronic methods.
Can the affidavit be e-signed?
Yes, electronic signatures are generally valid under ESIGN and UETA when intent, consent, attribution, and record retention are met. Ensure the eSignature solution provides a tamper-evident audit trail.
What supporting documents are typical?
Attach excerpts from the stock ledger, certificates, board resolutions, or shareholder agreements that substantiate ownership and signer authority, as requested by the recipient.
How should errors be corrected?
Do not alter a signed affidavit. Prepare a corrected affidavit, have it signed and notarized, and include a brief explanation or errata signed by the same party to maintain chain-of-custody.
How long must originals be kept?
Retain originals during the active period and for several years after termination; federal and industry rules often require a minimum of three to six years depending on applicable statutes.

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