[{"data":1,"prerenderedAt":524},["ShallowReactive",2],{"document-affidavit-of-lost-stolen-or-destroyed-stock-certificate-D994":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":183,"customdescription":6,"mdFm":184,"mdProseHtml":523},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"AFFIDAVIT OF LOST STOCK CERTIFICATE This Affidavit of Lost Stock Certificate (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [STOCKHOLDER NAME] (the \"Stockholder\"), an individual/ a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] TERMS The undersigned Stockholder hereby declares, under penalty of perjury, as follows: The undersigned is the owner of a total of [number of shares] shares of the Common Stock of [name of company], Inc., a [state where company incorporated] corporation (the \"Company\").",null,"Affidavit of Lost, Stolen or Destroyed  Stock Certificate","1",36,"doc","https://templates.business-in-a-box.com/imgs/1000px/affidavit-of-lost,-stolen-or-destroyed--stock-certificate-D994.png","https://templates.business-in-a-box.com/imgs/250px/994.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#994.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Incorporation Agreements","/templates/incorporation-agreement/","affidavit lost stolen or destroyed stock certificate","Affidavit of Lost, 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Certificate","/template/assignment-and-transfer-of-stock-certificate-D323","https://templates.business-in-a-box.com/imgs/250px/323.png",{"label":46,"url":47,"thumb":48,"extension":10},"Affidavit","/template/affidavit-D843","https://templates.business-in-a-box.com/imgs/250px/843.png",{"label":50,"url":51,"thumb":52,"extension":10},"Affidavit of No Lien","/template/affidavit-of-no-lien-D842","https://templates.business-in-a-box.com/imgs/250px/842.png",{"label":54,"url":55,"thumb":56,"extension":10},"Affidavit of Loss","/template/affidavit-of-loss-D5183","https://templates.business-in-a-box.com/imgs/250px/5183.png",{"label":58,"url":59,"thumb":60,"extension":10},"Affidavit of No Creditors","/template/affidavit-of-no-creditors-D841","https://templates.business-in-a-box.com/imgs/250px/841.png",{"label":62,"url":63,"thumb":64,"extension":10},"Affidavit of Execution","/template/affidavit-of-execution-D5182","https://templates.business-in-a-box.com/imgs/250px/5182.png",{"label":66,"url":67,"thumb":68,"extension":10},"Affidavit Statutory Declaration","/template/affidavit-statutory-declaration-D5185","https://templates.business-in-a-box.com/imgs/250px/5185.png",{"label":70,"url":71,"thumb":72,"extension":10},"Affidavit Petition for Dissolution","/template/affidavit-petition-for-dissolution-D5184","https://templates.business-in-a-box.com/imgs/250px/5184.png",{"label":74,"url":75,"thumb":76,"extension":10},"Estoppel Affidavit of Mortgagor","/template/estoppel-affidavit-of-mortgagor-D844","https://templates.business-in-a-box.com/imgs/250px/844.png",{"label":78,"url":79,"thumb":80,"extension":10},"Stock Agreement","/template/stock-agreement-D347","https://templates.business-in-a-box.com/imgs/250px/347.png",{"label":82,"url":83,"thumb":84,"extension":10},"Stock Purchase Agreement","/template/stock-purchase-agreement-D349","https://templates.business-in-a-box.com/imgs/250px/349.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":95,"keywords":94,"url":102},"STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Transferor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Transferee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS: 1. The undersigned is the registered and beneficial owner of [NUMBER] Class [SPECIFY] Shares in the capital stock of [COMPANY NAME] Corporation (\"[COMPANY NAME]\"); 2. The undersigned wishes to sell and transfer the said Shares to [COMPANY NAME] (the \"Transferee\"); NOW THEREFORE, FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the Transferee [NUMBER] Class [SPECIFY] Shares of [COMPANY NAME] registered in the name of the undersigned on the books of [COMPANY NAME]. IT IS HEREBY AGREED THAT: TRANSFER OF SHARES Sale and Transfer: The Transferor agrees to sell, assign, and transfer to the Transferee, and the Transferee agrees to purchase from the Transferor, the Shares for the total purchase price of [PURCHASE PRICE] (the \"Purchase Price\"). Delivery of Shares: Upon execution of this Agreement and receipt of the Purchase Price, the Transferor shall deliver to the Transferee the share certificate(s) representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers, and any other documents necessary to transfer ownership of the Shares to the Transferee. PURCHASE PRICE 2.1 Payment: The Transferee shall pay the Purchase Price to the Transferor in [SPECIFY FORM OF PAYMENT, e.g., cash, check, bank transfer], on or before [CLOSING DATE]. 2.2 Adjustment: There shall be no adjustment to the Purchase Price for any dividends declared or paid on the Shares after the date of this Agreement and before the Closing Date. REPRESENTATIONS AND WARRANTIES 3.1 Transferor's Representations: The Transferor represents and warrants that: a) The Transferor is the sole legal and beneficial owner of the Shares. b) The Shares are free and clear of all liens, claims, and encumbrances. c) The Transferor has full power and authority to enter into this Agreement and to transfer the Shares to the Transferee. 3.2 Transferee's Representations: The Transferee represents and warrants that: a) The Transferee has full power and authority to enter into this Agreement and to purchase the Shares. b) The Transferee is acquiring the Shares for investment purposes and not with a view to or for sale in connection with any distribution thereof. CONDITIONS PRECEDENT 4.1 The obligations of the Transferor and the Transferee under this Agreement are subject to the following conditions: a) Compliance with all applicable laws and regulations relating to the transfer of the Shares. b) Approval by the Company's Board of Directors or any other necessary corporate body, if required.","Stock Transfer Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/stock-transfer-agreement-D14069.png","https://templates.business-in-a-box.com/imgs/250px/14069.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#14069.xml",{"title":94,"description":6},"stock transfer agreement",[96,99],{"label":97,"url":98},"Business Plan Kit","business-plan-kit",{"label":100,"url":101},"Administration","business-administration","/template/stock-transfer-agreement-D14069",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":89,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":112,"keywords":111,"url":117},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":111,"description":6},"shareholders agreement",[113,115],{"label":17,"url":114},"business-legal-agreements",{"label":20,"url":116},"incorporation-agreement","/template/shareholders-agreement-D1016",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":89,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":134},"BUY-SELL AGREEMENT This Buy-Sell Agreement (this \"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME], a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: Each of the Parties listed below (each a \"Shareholder\" and collectively, the \"Shareholders\"). The Shareholders desire to promote and protect their mutual interests and the interests of the Company. Therefore, the parties hereby agree as follows: ARTICLE I PARTIES AND PURPOSE PARTIES The Shareholders own all the outstanding shares (the \"Shares\") of the [COMPANY NAME] in the amount outlined below. At this time, each Shareholder's interest in the Company is as follows: __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % While this agreement is in effect, no Shareholder shall have any right to assign, encumber or dispose of his interest in the Company except as provided herein. PURPOSE The purpose of this Agreement is to protect the Corporation's management and control from persons not acceptable to all Shareholders. The other purpose is to provide a ready market in the event of the death, disability, or lifetime transfer of Shares by a Shareholder. To this end, the Shareholders have entered into this agreement to: Restrict the transfer or sale of the Shares by the Shareholders; Ensure any sale of the Shares is in the accordance with established procedures; Provide stability and continuity in the management of the Company; Maintain ownership or control of the Company ARTICLE II SALES TRANSFER RESTRICTION ON SHARES No Shareholder (or any party acting on behalf of a Shareholder) may sell or transfer its Shares, whether owned or subsequently acquired, except in accordance with the provisions of this Agreement or with the written consent of the Company and all other Shareholders. Any attempt to sell or transfer Shares (or an interest in Shares) that contravenes the terms of this agreement is null and void and is not binding on or recognized by the Company or the Shareholders. Definition of sale or transfer. The term \"sale or transfer\" includes any sale, pledge, encumbrance, gift, bequest, or other transfer of any Shares, whether or not the transfer would be made for value, or to another Shareholder, or voluntarily or involuntarily or by operation of law, or during his lifetime or upon his death Exception. A sale or transfer of a Shareholder's Shares to a trust that is wholly revocable by that Shareholder and for which that Shareholder is the sole trustee is not a prohibited sale or transfer. However, any subsequent attempted sale or transfer by the trustee of such trust shall be subject to all of the terms of this Agreement with the Shareholder (and not the trust) deemed as the Shareholder of such Shares. Legend on share certificates. Each share certificate whether presently owned or subsequently acquired, shall have the following statement conspicuously printed on its face: \"The transfer, sale, assignment of the Shares represented by this certificate is restricted by a Buy-Sell Agreement among all the Shareholders and the Corporation dated [SPECIFY]. A copy of the Buy-Sell Agreement is available for inspection during normal business hours at the principal office of the Corporation. All the terms and provisions of the Buy-Sell Agreement are incorporated by this reference and made a part of this certificate.\" ARTICLE III VOLUNTARY TRANSFER PERMITTED SALE OR TRANSFER DURING LIFETIME Any Shareholder wishing to sell or transfer its Shares must first notify each of the other Shareholders in writing. Such Shareholder (a \"Seller\") will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The notice must indicate the name of the party (the \"third party purchaser\") to whom the seller wishes to sell or transfer the offered Shares and the terms of the proposed sale or transfer. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of the notice to choose to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. During this 30-day period, the other Shareholders must collectively agree to purchase all or none of the Offered Shares. If the other Shareholders exercise their call option, they must acquire the Offering Shares on the same terms as those set out in the proposed notice of sale or transfer. These conditions will be supplemented, as necessary, by the payment conditions described in Article VI below. Notice of proposed sale. Any Shareholder wishing to sell his/her Shares shall provide a Notice of Proposed Sale. The notice must specify: the name and address of each proposed transferee; the number of Shares or the interest in Shares to be transferred; the price per Share; the terms of the proposed sale, assignment, or transfer. Permitted sale or transfer to third party purchaser. When the other Shareholders do not exercise their right to purchase all the Shares offered within the 30-day period, the seller may then conclude the sale or transfer to the third-party purchaser. However, the sale or transfer must be made on the same terms and conditions as those set out in the notice to other Shareholders. In addition, the third-party buyer must agree in writing to be bound by the terms of this contract before or at the time of the sale or transfer. If the sale or transfer to the third-party acquirer is not completed within sixty (60) days of the expiry of the other Shareholder's 30-day option period, then the authorization to sell or transfer under this agreement shall be deemed to have been withdrawn as if no sale or transfer had been considered and no notice given. ARTICLE IV INVOLUNTARY TRANSFER INVOLUNTARY LIFETIME SALE OR TRANSFER Any Shareholder who holds information that could reasonably be expected to result in an involuntary lifetime sale of his or her Shares and any person or entity that has acquired or may acquire an interest in such Shares must promptly notify each of the other Shareholders in writing. The notice must describe the nature and details of the involuntary lifetime sale and must indicate the name of the party (the \"third party transferee\"). The Shareholder will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The following events shall each constitute an \"Involuntary\" transfer event: the death of a Shareholder; the total mental or physical disability of a Shareholder; the termination of a Shareholder's employment with [COMPANY NAME]; and the bankruptcy or insolvency of a Shareholder. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of this notice to elect to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. If the other Shareholders exercise their option to purchase some or all of the offered Shares, they must then acquire these Shares at the purchase price and on the payment, terms described in Articles VI and VII below. Permitted sale or transfer to third party transferee. If the other Shareholders do not validly exercise their option to buy all of the Offered Shares within the 30-day period, then any remaining Offered Shares may be transferred to the third-party transferee. However, the transfer must be made on the same terms and conditions as those contained in the notice to the other Shareholders","Buy Sell Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/buy-sell-agreement-D12611.png","https://templates.business-in-a-box.com/imgs/250px/12611.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12611.xml",{"title":126,"description":6},"buy sell agreement",[128,131],{"label":129,"url":130},"Finance & Accounting","finance-accounting",{"label":132,"url":133},"Buy & Sell Shares","buy-sell-shares","/template/buy-sell-agreement-D12611",{"description":136,"descriptionCustom":6,"label":137,"pages":8,"size":89,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":143,"keywords":149,"url":150},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: CERTIFICATE OF CORPORATE RESOLUTION Dear [Contact name], I, [NAME], secretary of [YOUR Company NAME], do hereby certify that at a duly constituted meeting of the [Directors and/or Stockholders] of the Corporation held at [Place] on [Date], it was upon motion duly made and seconded, that it be VOTED: That [Describe approved corporate action] ","Certificate of Corporate Resolution","https://templates.business-in-a-box.com/imgs/1000px/certificate-of-corporate-resolution-D3.png","https://templates.business-in-a-box.com/imgs/250px/3.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#3.xml",{"title":142,"description":6},"certificate of corporate resolution",[144,145,148],{"label":97,"url":98},{"label":146,"url":147},"Board of Directors","board-of-directors",{"label":17,"url":114},"certificate corporate resolution","/template/certificate-of-corporate-resolution-D3",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":89,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":160,"keywords":159,"url":165},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":159,"description":6},"non disclosure agreement nda",[161,162],{"label":17,"url":114},{"label":163,"url":164},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":167,"descriptionCustom":6,"label":168,"pages":8,"size":169,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":174,"keywords":181,"url":182},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the Seller hereby sells and transfers possession of the following goods in their present condition and location to the Buyer, and its successors and assigns forever, the following described goods [DETAILED LIST OF GOODS]. Seller warrants and represents that he/she has good title to said property, full authority to sell and transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, liabilities and adverse claims, of every nature and description.","Bill of Sale",29,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-D1229.png","https://templates.business-in-a-box.com/imgs/250px/1229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1229.xml",{"title":6,"description":6},[175,178],{"label":176,"url":177},"Sales & Marketing","sales-marketing",{"label":179,"url":180},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",false,{"seo":185,"reviewer":198,"legal_disclaimer":202,"quick_facts":203,"at_a_glance":205,"personas":209,"variants":234,"glossary":257,"clauses":290,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":433,"comparisons":450,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":510,"classification":511},{"meta_title":186,"meta_description":187,"primary_keyword":188,"secondary_keywords":189},"Affidavit of Lost Stolen or Destroyed Stock Template (Free Word)","Free affidavit template to replace a lost, stolen, or destroyed stock certificate. Covers indemnity, sworn declaration, and notarization. Free Word and PDF download.","affidavit of lost stock certificate",[190,191,192,193,194,195,196,197],"lost stock certificate affidavit template","affidavit of lost destroyed stock certificate","stock certificate replacement affidavit","lost stock certificate form","affidavit of lost stock certificate word","destroyed stock certificate affidavit template","stolen stock certificate affidavit free download","stock certificate replacement form template",{"name":199,"credential":200,"reviewed_date":201},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":204,"legal_review_recommended":202,"signature_required":202,"notarization_required":202},"medium",{"what_it_is":206,"when_you_need_it":207,"whats_inside":208},"An Affidavit of Lost, Stolen, or Destroyed Stock Certificate is a sworn legal document in which a shareholder declares under oath that their original share certificate has been lost, stolen, or destroyed and requests that the issuing corporation issue a replacement. This free Word download provides a professionally formatted template you can edit online, sign before a notary, and submit to the corporation's transfer agent or corporate secretary to initiate the reissuance process.\n","Use it when a shareholder cannot produce their original stock certificate — whether due to loss, theft, fire, flood, or any other destruction — and needs the corporation to issue a replacement certificate representing the same shares. It is also required by transfer agents and brokers when a certificated shareholder attempts to sell, transfer, or pledge shares without presenting the original certificate.\n","The affidavit contains a sworn declaration of the circumstances of loss or destruction, full identification of the certificate including share class and certificate number, an indemnification agreement protecting the corporation against any future claim on the lost certificate, and signature and notarization blocks. Some versions also include a bond or surety provision when the value of the shares exceeds a threshold set by the corporation's bylaws.\n",[210,214,218,222,226,230],{"title":211,"use_case":212,"icon_asset_id":213},"Individual shareholders","Replacing a personal stock certificate lost during a move or disaster","persona-individual-shareholder",{"title":215,"use_case":216,"icon_asset_id":217},"Corporate secretaries","Processing a replacement certificate request submitted by a shareholder","persona-corporate-secretary",{"title":219,"use_case":220,"icon_asset_id":221},"Estate executors and administrators","Locating and replacing certificates held by a deceased shareholder whose records are incomplete","persona-estate-executor",{"title":223,"use_case":224,"icon_asset_id":225},"Startup founders","Replacing early-stage share certificates lost before a funding round or acquisition","persona-startup-founder",{"title":227,"use_case":228,"icon_asset_id":229},"Transfer agents and brokers","Requiring sworn documentation before processing a share transfer without the original certificate","persona-transfer-agent",{"title":231,"use_case":232,"icon_asset_id":233},"M&A attorneys","Clearing missing certificate title issues during due diligence for a business acquisition","persona-ma-attorney",[235,239,242,246,250,254],{"situation":236,"recommended_template":237,"slug":238},"Individual shareholder replacing a certificate for a private corporation","Affidavit of Lost, Stolen, or Destroyed Stock Certificate","affidavit-of-lost-stolen-or-destroyed-stock-certificate-D994",{"situation":240,"recommended_template":241,"slug":238},"Shares held in a trust or estate where the original holder is deceased","Affidavit of Lost Stock Certificate (Estate / Trust)",{"situation":243,"recommended_template":244,"slug":245},"Corporate entity (not an individual) is the shareholder","Corporate Resolution for Replacement Stock Certificate","certificate-of-corporate-resolution-D3",{"situation":247,"recommended_template":248,"slug":249},"Corporation needs to formally record the cancellation of the lost certificate","Stock Certificate Cancellation Resolution","stock-certificate-and-common-stock-D97",{"situation":251,"recommended_template":252,"slug":253},"Transfer agent requires a bond in addition to the affidavit","Lost Securities Bond / Surety Agreement","bond-agreement-D13310",{"situation":255,"recommended_template":87,"slug":256},"Shareholder is transferring shares to a new owner at the same time as replacement","stock-transfer-agreement-D14069",[258,261,263,266,269,272,275,278,281,284,287],{"term":259,"definition":260},"Stock Certificate","A physical document issued by a corporation that evidences a shareholder's ownership of a specified number of shares of a particular class.",{"term":46,"definition":262},"A written statement of fact made voluntarily and confirmed by oath or affirmation before a notary public or other authorized officer.",{"term":264,"definition":265},"Notarization","The process by which a notary public verifies the identity of a signer, witnesses the signing, and applies an official seal — converting a document into a sworn statement.",{"term":267,"definition":268},"Indemnification Clause","A contractual promise by the shareholder to compensate the corporation for any losses, costs, or claims it incurs if the original certificate later surfaces and is presented by a third party.",{"term":270,"definition":271},"Transfer Agent","A bank, trust company, or corporation appointed by an issuer to maintain shareholder records, process share transfers, and issue or cancel stock certificates.",{"term":273,"definition":274},"Surety Bond / Lost Securities Bond","An insurance instrument purchased by the shareholder that guarantees compensation to the corporation if the original certificate is found and presented after a replacement has been issued.",{"term":276,"definition":277},"CUSIP Number","A nine-character alphanumeric identifier assigned to each class of securities issued in North America, used by transfer agents to identify the specific security on the certificate.",{"term":279,"definition":280},"Bearer Certificate","A rare form of stock certificate in which ownership is presumed to belong to whoever physically holds the certificate — these carry the highest replacement risk and are now banned in most jurisdictions.",{"term":282,"definition":283},"Book-Entry Shares","Shares recorded electronically in a shareholder's name by the transfer agent or issuer, with no physical certificate issued — eliminating the possibility of a lost certificate claim.",{"term":285,"definition":286},"Corporate Secretary","The officer responsible for maintaining corporate records, managing share registers, and overseeing the issuance and cancellation of stock certificates.",{"term":288,"definition":289},"Share Register","The official ledger maintained by the corporation or transfer agent listing all shareholders, their share classes, certificate numbers, and ownership history.",[291,296,301,306,311,316,321,326,331],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Affiant Identification","Identifies the person making the sworn statement — their full legal name, address, and relationship to the shares (registered holder, executor, trustee, etc.).","I, [FULL LEGAL NAME], residing at [ADDRESS], being duly sworn, depose and say that I am the registered holder of the shares described herein and that the following statements are true to the best of my knowledge and belief.","Using a nickname or trade name instead of the affiant's exact legal name as it appears on the original share register. A name mismatch causes the transfer agent to reject the affidavit and restart the process.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Certificate Identification","Describes the lost certificate precisely — certificate number, share class, number of shares, and the name in which it was registered — so the corporation can locate and cancel the record.","Certificate No. [CERTIFICATE NUMBER], representing [NUMBER] shares of [CLASS] common stock of [CORPORATION NAME], registered in the name of [REGISTERED HOLDER NAME], originally issued on [DATE OF ISSUANCE].","Omitting the certificate number or share class because the affiant doesn't have the original. Contact the corporate secretary or transfer agent to retrieve this information from the share register before completing the affidavit.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Circumstances of Loss, Theft, or Destruction","A sworn factual account of how and when the certificate was lost, stolen, or destroyed, including the last known location and any steps taken to recover it.","The said certificate was [lost / stolen / destroyed] on or about [DATE] under the following circumstances: [DESCRIPTION OF CIRCUMSTANCES]. Affiant has made diligent search and inquiry for the said certificate and has been unable to locate or recover it.","Writing vague boilerplate like 'it was lost at some point' without a specific date or circumstance. Transfer agents and corporations are entitled to a reasonably specific account; vagueness invites rejection or legal exposure.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Declaration of Non-Transfer","A sworn statement that the affiant has not sold, pledged, assigned, or otherwise transferred the certificate to any third party, and that no lien or encumbrance exists on the shares.","Affiant has not sold, transferred, assigned, pledged, hypothecated, or otherwise disposed of the said certificate or the shares represented thereby, and no other person has any claim, lien, or encumbrance on said shares to the best of Affiant's knowledge.","Skipping this clause when the shares were previously used as collateral. A pledge creates a third-party interest; omitting this disclosure can constitute fraud.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Request for Replacement Certificate","A formal request that the corporation cancel the original certificate on its share register and issue a new certificate representing the same shares to the same registered holder.","Affiant respectfully requests that [CORPORATION NAME] cancel Certificate No. [CERTIFICATE NUMBER] on its share register and issue a new stock certificate representing [NUMBER] shares of [CLASS] stock in the name of [REGISTERED HOLDER NAME].","Failing to specify that the original certificate should be formally cancelled, not merely replaced. Without an explicit cancellation request, the corporation may issue a duplicate without invalidating the original, creating two certificates for the same shares.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Indemnification of the Corporation","The affiant agrees to indemnify and hold harmless the corporation, its transfer agent, and their agents from any losses, damages, costs, or claims arising from the reissuance — including any claim by a third party who later presents the original certificate.","Affiant agrees to indemnify, defend, and hold harmless [CORPORATION NAME], its officers, directors, transfer agents, and assigns from and against any and all claims, damages, losses, and expenses, including reasonable attorneys' fees, arising from the issuance of a replacement certificate, including any claim based on or arising out of the original Certificate No. [CERTIFICATE NUMBER].","Using a one-sentence indemnity that doesn't cover attorneys' fees or third-party claims. Courts have found narrow indemnity clauses unenforceable when they fail to cover the full range of foreseeable losses.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Surety Bond or Waiver Provision","States whether a lost-securities bond is required by the corporation's bylaws or the transfer agent — including the bond amount and the insurer — or documents the corporation's formal waiver of the bond requirement.","In connection with the issuance of the replacement certificate, Affiant [has provided / agrees to provide] a surety bond in the amount of [X]% of the current market value of the shares, issued by [SURETY COMPANY], Bond No. [BOND NUMBER]. [Alternatively: Corporation hereby waives the bond requirement pursuant to [BYLAW PROVISION / BOARD RESOLUTION dated DATE].]","Omitting this clause entirely when the corporation's bylaws require a bond. If the bylaw provision exists and no bond is obtained or waiver documented, the replacement certificate may be challenged as improperly issued.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Governing Law","Specifies the state, province, or country whose laws govern the affidavit and any disputes arising from the replacement process.","This Affidavit shall be governed by and construed in accordance with the laws of the State of [STATE] / Province of [PROVINCE], without regard to its conflict-of-law principles.","Omitting the governing law clause entirely and relying on implication. The state of incorporation and the state where the affiant resides may differ, creating ambiguity about which jurisdiction's affidavit and notarization requirements apply.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Signature, Jurat, and Notarization Block","The affiant's original signature, the date of signing, and the notary's certification — including the notary's commission expiration date and official seal — confirming the affidavit was sworn before a duly authorized officer.","Signed and sworn to before me this [DAY] day of [MONTH], [YEAR]. _________________________________ Notary Public, State of [STATE]. My commission expires: [DATE]. [NOTARY SEAL]","Having the affidavit notarized in a different state than the governing law clause specifies, without confirming the notarization is recognized across jurisdictions. Multi-state notarization issues are a common reason transfer agents reject affidavits.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Retrieve the share register details from the corporation","Contact the corporate secretary or transfer agent to obtain the original certificate number, share class, number of shares, and the exact registered name. You need these details to complete the certificate identification clause accurately.","Request a certified copy of the share register entry in writing. This creates a paper trail showing you made diligent inquiry before executing the affidavit.",{"step":343,"title":344,"description":345,"tip":346},2,"Enter the affiant's full legal name and address","Use the exact legal name as it appears on the share register and a current residential or business address. For estates or trusts, enter the executor's or trustee's name followed by their capacity.","If the registered name on the certificate differs from the affiant's current legal name (due to marriage or legal name change), attach a copy of the supporting legal document and note the discrepancy in the circumstances clause.",{"step":348,"title":349,"description":350,"tip":351},3,"Describe the circumstances of loss, theft, or destruction","Write a factual, specific account of when and how the certificate was lost, stolen, or destroyed. Include the date, location, and any recovery efforts made. For destruction, describe the event (fire, flood, shredding) and confirm no recoverable remnant exists.","Specificity protects you. A vague account invites scrutiny; a precise, dated account is harder to challenge and signals good faith.",{"step":353,"title":354,"description":355,"tip":356},4,"Complete the non-transfer declaration","Confirm that the certificate has not been sold, pledged, or assigned to any third party. If shares were previously used as collateral and the lien has since been released, attach a copy of the lien release before executing the affidavit.","If any uncertainty exists about prior encumbrances, consult the corporation's capitalization table and your own financing records before signing — this is a sworn statement.",{"step":358,"title":359,"description":360,"tip":361},5,"Draft the indemnification clause to cover the full loss exposure","Ensure the indemnification covers not just the corporation but also its transfer agent and their respective agents, and that it includes attorneys' fees and third-party claims arising from the original certificate.","Some corporations require the indemnity to run for a specific period — typically 10 years or until the statute of limitations expires for securities fraud in the governing jurisdiction.",{"step":363,"title":364,"description":365,"tip":366},6,"Confirm bond requirements with the corporation or transfer agent","Check the corporation's bylaws and the transfer agent's requirements to determine whether a lost-securities bond is required. Bond amounts typically range from 100% to 150% of the current fair market value of the shares.","For closely held private companies, the board often waives the bond requirement by resolution. Ask for a copy of that resolution to attach to the affidavit.",{"step":368,"title":369,"description":370,"tip":371},7,"Sign the affidavit before a notary public","Do not sign the affidavit before appearing before the notary. Bring government-issued photo ID matching the legal name in the document. The notary will witness your signature and apply their seal and commission expiration date.","Confirm the notary is commissioned in the state or province specified in the governing law clause, or confirm that the corporation and transfer agent accept out-of-state notarizations.",{"step":373,"title":374,"description":375,"tip":376},8,"Submit to the corporate secretary or transfer agent with all attachments","Deliver the notarized original (not a copy) along with any required bond, lien release, or supporting corporate resolution. Keep a certified copy for your own records and request written confirmation of the replacement certificate's issuance.","Send by certified mail or trackable courier and request a delivery receipt. The notarized original has legal significance; you need proof of submission and receipt.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Signing before a notary without the correct legal name","If the name on the affidavit doesn't match the share register exactly, the transfer agent will reject the document and require a corrected, re-notarized version — delaying the replacement by weeks.","Confirm the registered name on the share register with the corporate secretary before filling out the affidavit, and use that exact name in the affiant identification clause.",{"mistake":383,"why_it_matters":384,"fix":385},"Omitting or vaguely describing the circumstances of loss","A vague affidavit raises suspicion of fraud and gives the corporation grounds to refuse reissuance. If the original certificate later surfaces and is presented by a third party, a vague sworn account is harder to defend.","Write a specific, dated factual account — including the last known location of the certificate and the steps taken to find it — even if those details seem insignificant.",{"mistake":387,"why_it_matters":388,"fix":389},"Failing to check whether a lost-securities bond is required","Corporations and transfer agents that require a bond can and will withhold the replacement certificate until one is provided, regardless of how complete the affidavit is otherwise.","Contact the corporate secretary or transfer agent before executing the affidavit to confirm bond requirements and the acceptable bond amount and insurer.",{"mistake":391,"why_it_matters":392,"fix":393},"Submitting a photocopy instead of the notarized original","An affidavit derives its legal force from the notary's original ink signature and seal. Photocopies are routinely rejected by transfer agents and corporate secretaries.","Always submit the notarized original. Request a certified copy from the notary for your own records before submitting the original to the corporation.",{"mistake":395,"why_it_matters":396,"fix":397},"Not requesting formal cancellation of the original certificate","If the corporation issues a replacement without formally cancelling the original on its share register, both certificates represent valid ownership claims — creating a title dispute if the original resurfaces.","Include an explicit clause requesting cancellation of the original certificate number on the share register and ask the corporate secretary to confirm cancellation in writing after the replacement is issued.",{"mistake":399,"why_it_matters":400,"fix":401},"Using a template governed by the wrong jurisdiction","Affidavit requirements — notarization, jurat language, and bond thresholds — vary by state and country. An affidavit that complies with New York law may be deficient under Delaware corporate law or Ontario's Business Corporations Act.","Confirm the governing law for the affidavit is the state or province of the corporation's incorporation, and verify that the notarization block uses the correct jurat language for that jurisdiction.",[403,406,409,412,415,418,421,424,427,430],{"question":404,"answer":405},"What is an affidavit of lost, stolen, or destroyed stock certificate?","An affidavit of lost, stolen, or destroyed stock certificate is a sworn legal document in which a shareholder declares under oath that their original share certificate has been lost, stolen, or destroyed and requests that the corporation issue a replacement. It identifies the specific certificate, explains the circumstances of loss, and includes an indemnification promise that protects the corporation if the original certificate later surfaces. Most corporations and transfer agents require this document before they will reissue a certificate.\n",{"question":407,"answer":408},"Does a lost stock certificate affidavit need to be notarized?","Yes. Because an affidavit is a sworn statement, it must be signed in the presence of a notary public or other officer authorized to administer oaths in the jurisdiction where it is executed. The notary verifies the affiant's identity, witnesses the signature, and applies their official seal and commission expiration date. A document labeled as an affidavit that lacks notarization is not a valid affidavit and will typically be rejected by the transfer agent or corporate secretary.\n",{"question":410,"answer":411},"Do I need a surety bond to replace a lost stock certificate?","It depends on the corporation's bylaws and the transfer agent's requirements. Many private corporations waive the bond requirement for closely held shareholders upon a board resolution. Transfer agents handling publicly traded or high-value shares more commonly require a lost-securities bond, typically at 100–150% of the shares' current market value. Check with the corporate secretary or transfer agent before executing the affidavit to confirm whether a bond is required and which insurers are acceptable.\n",{"question":413,"answer":414},"What happens if the original certificate is found after a replacement has been issued?","If the original certificate is found after a replacement has been issued, the original is legally void — the corporation's share register will show it as cancelled. The shareholder is obligated to return or destroy the original and, in most cases, to notify the corporation in writing. The indemnification clause in the affidavit protects the corporation from any costs if a third party attempts to present the original; the surety bond, if obtained, covers any resulting financial loss.\n",{"question":416,"answer":417},"Can I use this affidavit for shares held in a brokerage account?","Most shares held in street name through a brokerage account are book-entry shares — there is no physical certificate to lose. If you hold certificated shares in a brokerage account and the certificate is lost, start with your broker; they typically have a proprietary replacement process. For directly registered certificated shares, the affidavit is the correct starting point and should be submitted to the corporation's transfer agent.\n",{"question":419,"answer":420},"What information do I need to complete the affidavit?","You need the original certificate number, share class (e.g., Class A common stock), number of shares represented, the name in which the certificate was registered, the date of original issuance, and the name of the issuing corporation. If you do not have this information, contact the corporate secretary or transfer agent — they are required to maintain a share register and can provide the details needed to complete the affidavit accurately.\n",{"question":422,"answer":423},"How long does it take to get a replacement stock certificate?","Processing time varies by corporation and transfer agent. For private companies with an in-house corporate secretary, replacement can take 1–2 weeks once the notarized affidavit and any required bond are submitted. For publicly traded companies using a third-party transfer agent, the process typically takes 2–4 weeks. Complex situations — estate-related replacements, missing certificate numbers, or high-value shares requiring a bond — can take 4–8 weeks or longer.\n",{"question":425,"answer":426},"Is this affidavit different for private versus public companies?","The core document is the same, but the practical requirements differ. Public companies always route replacement requests through a registered transfer agent, which has standardized procedures and may require a lost-securities bond regardless of share value. Private companies often handle replacements through their corporate secretary, have more flexibility on bond requirements, and may process replacements by board resolution alone. In both cases, the notarized affidavit with indemnification is the essential starting document.\n",{"question":428,"answer":429},"Does this affidavit transfer ownership of the shares to someone else?","No. This affidavit is solely a replacement document — it requests reissuance of the same shares to the same registered holder. If you also want to transfer the shares to a new owner, you need a separate stock transfer agreement or stock power, and the replacement and transfer are typically processed simultaneously by the transfer agent. Using this affidavit to replace a certificate and then immediately transferring the shares is common in M&A due diligence cleanup.\n",{"question":431,"answer":432},"Can a corporation refuse to issue a replacement stock certificate?","Generally, a corporation is obligated to replace a lost certificate upon receipt of proper documentation — including a sworn affidavit and any required bond — under the Uniform Commercial Code Article 8 (in most US states) and equivalent provincial statutes in Canada. A corporation that unreasonably refuses replacement may be liable to the shareholder. However, the corporation may condition replacement on satisfaction of its bylaw requirements, including the bond, and may investigate the circumstances of loss before proceeding.\n",[434,438,442,446],{"industry":435,"icon_asset_id":436,"specifics":437},"Startups and Venture-Backed Companies","industry-saas","Founders frequently lose early share certificates before a Series A; missing certificates must be resolved through a notarized affidavit before investors will close, as clean cap table documentation is a standard closing condition.",{"industry":439,"icon_asset_id":440,"specifics":441},"Estate and Trust Administration","industry-professional-services","Executors and trustees regularly encounter missing share certificates for deceased shareholders; affidavits in this context require additional documentation of the affiant's authority, such as letters testamentary or a trust certification.",{"industry":443,"icon_asset_id":444,"specifics":445},"Financial Services and Brokerage","industry-fintech","Transfer agents and broker-dealers require notarized affidavits before processing any transfer or sale involving a certificated security where the original cannot be produced, often combined with a mandatory surety bond requirement.",{"industry":447,"icon_asset_id":448,"specifics":449},"Mergers and Acquisitions","industry-manufacturing","Acquisition due diligence routinely uncovers missing share certificates; the acquiring company's counsel typically requires all certificates to be replaced or properly documented before closing, making this affidavit a standard pre-closing deliverable.",[451,454,458,461],{"vs":87,"vs_template_id":452,"summary":453},"stock-transfer-agreement-D13256","A stock transfer agreement conveys ownership of shares from a seller to a buyer and requires production of the original certificate. An affidavit of lost stock certificate is the prerequisite document used when the original certificate cannot be produced — it replaces the physical certificate so the transfer can then proceed. The two documents are often executed simultaneously in M&A transactions.",{"vs":455,"vs_template_id":456,"summary":457},"Corporate Resolution for Stock Issuance","D{CORPORATE_RESOLUTION_STOCK_ID}","A corporate resolution for stock issuance is a board-level document authorizing the initial issuance of new shares. An affidavit of lost stock certificate deals with replacing an already-issued certificate, not authorizing new equity. Both documents interact with the share register, but they serve entirely different functions in the corporate lifecycle.",{"vs":105,"vs_template_id":459,"summary":460},"shareholders-agreement-D1052","A shareholders agreement governs the ongoing rights and obligations of all shareholders — transfer restrictions, voting, and drag-along rights. An affidavit of lost stock certificate is a narrow, transactional document addressing a single administrative event. The shareholders agreement may, however, specify the procedure and bond requirements that apply when a certificate is lost.",{"vs":462,"vs_template_id":463,"summary":464},"Bill of Sale for Business Assets","bill-of-sale-D13635","A bill of sale documents the transfer of tangible or intangible assets between parties in exchange for consideration. An affidavit of lost stock certificate makes no transfer — it is a sworn declaration that restores documentary evidence of existing ownership. Confusing the two risks attempting to replace a certificate with a document that has no legal effect on the share register.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Shareholders replacing certificates for closely held private companies with straightforward loss circumstances and no bond requirement","Free (plus notary fee of $5–$25)","1–3 hours to complete; 1–2 weeks for the corporation to process",{"best_for":471,"cost":472,"time":473},"Shares with significant value, situations involving prior encumbrances or lien releases, or estate-related replacements requiring proof of authority","$300–$800 for a 1–2 hour attorney review","2–5 business days for review; 2–4 weeks total processing",{"best_for":475,"cost":476,"time":477},"High-value shares in publicly traded companies, M&A closing deliverables, cross-border shareholders, or situations with contested ownership history","$1,000–$3,500+ depending on complexity","1–2 weeks drafting; 3–8 weeks total resolution",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","In the US, replacement of lost stock certificates is governed by Uniform Commercial Code Article 8, which has been adopted in all 50 states. UCC §8-405 obligates the issuer to replace a lost certificate upon receipt of a sworn affidavit and an indemnity bond if required by the issuer. Delaware — the state of incorporation for the majority of US corporations — follows UCC Article 8 and permits the corporation to require a bond of up to twice the market value of the shares. California and New York have similar provisions but may impose additional notarization or transfer agent requirements.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","In Canada, the replacement of lost share certificates is governed by the Canada Business Corporations Act (CBCA) for federal corporations and by provincial statutes such as the Ontario Business Corporations Act (OBCA) for provincially incorporated entities. Section 70 of the CBCA requires the corporation to issue a replacement on receipt of a sworn declaration and adequate indemnity. Quebec-incorporated corporations must comply with the Business Corporations Act (Quebec), and affidavits executed in Quebec for Quebec corporations must be sworn before a commissioner for oaths or notary under Quebec civil law rules.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","In the UK, share certificates are governed by the Companies Act 2006 and the company's articles of association. A shareholder who loses a certificate must apply to the company for a replacement under the procedure set out in the articles — typically submitting a statutory declaration (equivalent to a sworn affidavit) under the Statutory Declarations Act 1835, often alongside an indemnity. The declaration must be sworn before a solicitor, commissioner for oaths, or notary public. UK companies are not required to accept US-notarized affidavits; a separate UK statutory declaration is typically required.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","Within the EU, requirements for replacing lost share certificates vary significantly by member state, as company law is not fully harmonized. Many EU jurisdictions — including Germany (GmbH shares) and France (SAS/SA shares) — now use book-entry or dematerialized share records, meaning no physical certificate exists to lose. Where certificated shares do exist, the replacement procedure is typically governed by the company's articles of incorporation and national civil procedure rules on sworn declarations. GDPR considerations apply to the personal data included in the affidavit; the corporation should handle and store submitted affidavits in compliance with applicable data protection law.",[256,500,501,245,502,503,504,505,506,507,508,509],"shareholders-agreement-D1016","buy-sell-agreement-D12611","non-disclosure-agreement-nda-D12692","bill-of-sale-D1229","llc-operating-agreement-D5209","articles-of-incorporation-D998","partnership-agreement-D12551","general-power-of-attorney-D1037","indemnification-agreement-D13016","employee-stock-option-agreement-D12613",{"emit_how_to":202,"emit_defined_term":202},{"primary_folder":114,"secondary_folder":512,"document_type":513,"industry":514,"business_stage":515,"tags":516,"confidence":522},"equity-and-mergers","form","general","all-stages",[517,518,519,520,521],"shareholder","legal","affidavit","stock-certificate","replacement",0.85,"\u003Ch2>What is an Affidavit of Lost, Stolen, or Destroyed Stock Certificate?\u003C/h2>\n\u003Cp>An \u003Cstrong>Affidavit of Lost, Stolen, or Destroyed Stock Certificate\u003C/strong> is a sworn legal document in which a shareholder formally declares under oath that their original share certificate has been lost, stolen, or destroyed and requests that the issuing corporation cancel the missing certificate on its share register and issue a replacement. It identifies the missing certificate by number, class, and share count; recounts the circumstances of loss; confirms that no third party has any claim on the shares; and commits the affiant to indemnify the corporation against any future claim arising from the reissuance. Because it is an affidavit, it must be executed before a notary public or equivalent authorized officer to carry legal force. For corporations and transfer agents, this document is the authoritative evidentiary basis for treating the original certificate as void and issuing a new one in its place.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly executed affidavit, a corporation has no legal basis to issue a replacement certificate — and doing so without one exposes the corporation to double-ownership claims if the original certificate later surfaces. For shareholders, the absence of a valid certificate blocks share transfers, sale transactions, and pledging of shares as collateral. In mergers and acquisitions, a single missing certificate that lacks a corresponding affidavit can stall or kill a closing, as buyers routinely require clean title to every issued share as a condition precedent. Estate administrators who discover missing certificates without this document face probate delays and potential personal liability. This template provides the complete, notarization-ready structure — indemnification, cancellation request, and governing law — that corporations, transfer agents, and acquirers accept, so you can resolve the missing certificate issue cleanly and move forward without rebuilding the document from scratch.\u003C/p>\n",1781186042436]