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How to void or cancel a stock certificate
Void and cancel are not a single statute. The sections we fetched talk about surrendering a certificate, replacing one that is lost, and, in one California case, a transfer that is void.
There is no universal void stamp
Template sites tell you to write "VOID" across a certificate and file an affidavit. The statutes fetched for this set do not use that procedure. They do three narrower things. They keep an already issued certificate alive until the holder surrenders it. They let the corporation issue a new certificate when the old one is lost, stolen, or destroyed. And, in California's close-corporation legend, they say a particular attempted transfer is void. If your question is "how do I cancel certificate number 14," the honest answer starts with which of those three you are actually doing.
Record the result in the stock ledger. DGCL 8 Del. C. § 219(c) says a Delaware stock ledger records all issuances and transfers. Stopping a number in that record is how the corporation shows the old certificate is no longer the live one. The word "cancel" on a sticky note, with the ledger unchanged, does not do that work.
Surrender is how old paper stops
| Statute | What happens to certificates already issued |
|---|---|
| Cal. Corp. Code § 416(b) | An electronic system does not become effective for outstanding certificated securities until the certificates are surrendered |
| N.C. Gen. Stat. § 55-6-26 | Board authorization of uncertificated shares does not affect certificated shares until the certificates are surrendered |
| RCW 23B.06.260 | The same surrender limit |
| C.R.S. § 7-106-207 | The same surrender limit |
| A.R.S. § 10-626 | The authorization does not affect certificated shares until the certificates are surrendered |
| MCL 450.1336 | Existing certificates stand until surrendered to the corporation |
| Virginia uncertificated shares | Existing certificates continue until they are surrendered. Va. Code § 13.1-648(B) is the separate rule that a written statement is delivered within a reasonable time |
| M.G.L. c. 156D, § 6.26(a) | The authorization shall not affect shares already represented by certificates until they are surrendered |
The pattern is consistent. A board vote to "go paperless" or to "cancel all certificates" does not, under these sections, cancel certificates that are still in holders' hands. Collect the paper. If you cannot collect it, you are in the lost-certificate statute, not the surrender sentence. See lost stock certificate replacement.
Trap: a resolution that says every certificate is void as of Friday. N.C. Gen. Stat. § 55-6-26 and Cal. Corp. Code § 416(b) keep those certificates effective until surrender. The resolution cannot outrun the sentence.
Replacement is not cancellation of shares
DGCL 8 Del. C. § 167 lets a Delaware corporation issue a new certificate or uncertificated shares when a certificate is alleged to have been lost, stolen, or destroyed, and it may require an indemnity bond. Cal. Corp. Code § 419(a)-(b) and MCL 450.1334 are the California and Michigan versions. NRS 78.235(6) is Nevada's. The shares do not disappear. The paper is replaced. If you "void" the shares themselves, you are doing a repurchase or a redemption, which these replacement sections do not describe. Do not use a lost-certificate affidavit to erase equity.
When the new certificate is issued, the ledger should show one live number. Two live numbers for the same shares is the problem the bond is there to manage: someone may show up later with the old paper. The bond does not excuse a messy ledger.
The transfer that is actually void
Cal. Corp. Code § 418(c)-(d) is the fetched sentence that uses "void" for a transfer. A close corporation's certificates contain a conspicuous face legend that the number of holders of record cannot exceed a number not in excess of 35, and that any attempted voluntary inter vivos transfer which would violate that requirement is void. If the certificate contains that legend, an attempted voluntary transfer that would exceed the maximum in the articles is void. You do not stamp the certificate to create that result. The statute creates it when the legend is present and the transfer would break the cap.
That is not a general power to void any sale you dislike. A transfer that stays inside the holder cap is not void under this subdivision. A corporation that is not a close corporation does not get this legend or this result. Other states in this set enforce restrictions by making them unenforceable against a buyer without knowledge, which is different from calling the transfer void. Compare how to transfer shares.
Trap: writing VOID on a certificate the holder still has. You have marked your copy. Cal. Corp. Code § 416(b) and N.C. Gen. Stat. § 55-6-26 still treat the original as outstanding until it is surrendered. Get the paper back, or use the lost-certificate statute.
Reissue after a real surrender
Once the old certificate is in the file, issue the new one under the ordinary face rules, or send the uncertificated statement if that is the path the board authorized. Do not skip the signers because the transaction feels administrative. A transfer reissue is still a certificate. The steps are the same ones in how to issue stock certificates, plus the surrender line in the ledger.
If the certificate was never delivered, you may be looking at an issuance that did not happen rather than a cancellation. Arizona and New Jersey both say a certificate is not issued for a share until the share is fully paid: A.R.S. § 10-625(A) and N.J.S.A. 14A:7-11(4). An unsigned certificate in a drawer for unpaid shares should not have been released. Marking the stub unused is recordkeeping. It is not those payment statutes, and it is not a void transfer.
Paper for the certificate that replaces the old one
Use Printed Standard Certificates Class 1 at $56.00 when you are reissuing a single class, and Class 2 at $56.00 when the surrendered certificate was a second class. The print utility at $0.99 can produce one replacement page. It does not void the certificate the holder still has. The ledger guide explains where the stopped number is written down: stock ledger and transfer ledger.
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Mark's Corpex Certificate Print Utility
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Can the board declare all outstanding certificates void?
Not under the surrender sections checked here. Cal. Corp. Code § 416(b), N.C. Gen. Stat. § 55-6-26, RCW 23B.06.260, and A.R.S. § 10-626 keep existing certificates in effect until they are surrendered.
What if the holder will not give the certificate back?
Use the lost or destroyed statute if one was fetched for that state. DGCL 8 Del. C. § 167, Cal. Corp. Code § 419(a)-(b), MCL 450.1334, and NRS 78.235(6) are the ones confirmed on the replacement guide. Several other states' certificate sections do not contain a replacement power.
When is a transfer void?
Cal. Corp. Code § 418(c)-(d) says an attempted voluntary transfer of close-corporation shares is void if it would exceed the holder cap and the certificate contains the required legend. That is a specific case, not a general cancellation power.
Does replacing a lost certificate cancel the shares?
No. DGCL 8 Del. C. § 167 and the similar sections issue a new certificate, or in Delaware uncertificated shares, for the shares the old certificate represented. The equity remains.
Where do we note that a number is no longer live?
In the stock ledger. DGCL 8 Del. C. § 219(c) requires a Delaware corporation to record issuances and transfers. The stopped certificate number belongs on that record.
What should we order when we reissue?
A printed set of the same class, $56.00 for 20, signed under the state certificate statute. Surrender the old certificate first if you have it.
Statutes last checked November 3, 2026. Official text: Cal. Corp. Code § 416(b); Cal. Corp. Code § 418(c)-(d); N.C. Gen. Stat. § 55-6-26; DGCL 8 Del. C. § 167.