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How to replace a lost stock certificate
Public-company instructions talk about a transfer agent and a commercial bond. A closely held company is usually looking at a short statute: the corporation may issue a new certificate, and it may demand security.
Closely held companies are not transfer-agent customers
Search results for a lost certificate are dominated by transfer agents and by investor guidance written for people who hold public-company paper. Those pages describe a stop-transfer order and a surety bond priced as a percentage of market value. None of the statutes confirmed for this guide sets that percentage, names a transfer-agent fee, or requires a particular affidavit form. What they do say is narrower and more useful for a corporation that keeps its own stock book: the corporation may issue a replacement, and it may require indemnity.
Start with the ledger, not the printer. DGCL 8 Del. C. § 219(c) describes the stock ledger as the record of stockholders of record, addresses, share counts, and issuances and transfers. If you cannot find the certificate number in that record, you do not yet know what you are replacing. Printing a second original while the first one is only misplaced creates two certificates for the same shares.
Four statutes, four edges
| State | What was lost | What the corporation may do | Security |
|---|---|---|---|
| Delaware | A certificate alleged to have been lost, stolen, or destroyed | Issue a new certificate or uncertificated shares, under DGCL 8 Del. C. § 167 | The corporation may require an indemnity bond |
| Nevada | Lost, stolen, or destroyed | A new certificate under NRS 78.235(6) | A bond or other security sufficient to indemnify |
| California | Lost, stolen, or destroyed, including a certificate of another security | A new certificate, and a superior-court order if the corporation refuses, under Cal. Corp. Code § 419(a)-(b) | A bond or other adequate security, including against expense or liability |
| Michigan | Lost or destroyed. The confirmed section does not add "stolen." | A new certificate for shares or fractional shares under MCL 450.1334 | The board may require a bond sufficient to indemnify the corporation |
The words that differ are the point. Delaware expressly allows the replacement to be uncertificated shares. Michigan's confirmed section speaks of a new certificate and of fractional shares, and it gives the choice of a bond to the board. California covers a domestic or foreign corporation and also a new certificate for any other security, and it gives the owner a lawsuit if the corporation refuses. Nevada's phrase is "bond or other security sufficient to indemnify." None of these rows prices the bond. If someone quotes you a percentage, that number is a vendor's practice, not one of these statutes.
What to gather before the new certificate is signed
Office practice, not a new code section: write down the certificate number, the holder, the class, the share count, and the date the certificate was issued, all from the ledger. Ask the holder to describe the loss in writing. Compare that description to the ledger. If the certificate was endorsed or delivered to someone else, you may be looking at a transfer dispute rather than a lost-certificate case. The replacement statutes confirmed here assume the certificate is alleged to have been lost, stolen, or destroyed, not that it was sold.
Then decide the security. DGCL 8 Del. C. § 167 says the corporation may require an indemnity bond. It does not say the corporation must. A sole shareholder replacing a certificate that never left the company's safe is a different risk from a certificate that was mailed. The board should say, in the same resolution that authorizes the replacement, whether a bond is required and that the old certificate number is cancelled in the ledger when the new one is issued. Cancelling the ledger line is how you avoid two live certificates. It is recordkeeping. It is not, by itself, one of the replacement statutes.
Trap: using Michigan's sentence for a stolen certificate. MCL 450.1334 says lost or destroyed. Cal. Corp. Code § 419(a)-(b), DGCL 8 Del. C. § 167, and NRS 78.235(6) also say stolen. Match the verb to the statute you are actually under.
California is the statute with a court order
Cal. Corp. Code § 419(a)-(b) has a second step the others in this table do not. If the corporation refuses to issue a new certificate in place of one alleged to have been lost, stolen, or destroyed, the owner or the owner's legal representative may bring an action in the superior court of the proper county for an order requiring issuance. The court, if satisfied the plaintiff is the lawful owner and that the certificate has been lost, stolen, or destroyed, and if no sufficient cause is shown, orders the corporation to issue and deliver a new certificate. The order directs the plaintiff to give a bond or other adequate security before that delivery. A closely held California corporation that is willing to replace the certificate never needs that case. A corporation that refuses should expect the owner to have this path.
The new California certificate is still signed under Cal. Corp. Code § 416(a). The new Delaware certificate is still signed by any 2 authorized officers under DGCL 8 Del. C. § 158. Replacement does not invent a new signature rule. The state pages are California, Delaware, Michigan, and Nevada.
States whose certificate statutes do not contain a replacement section
The certificate sections fetched for North Carolina, Washington, Colorado, Arizona, New Jersey, Virginia, and Massachusetts describe the face, the signers, uncertificated shares, and transfer restrictions. They do not, in the sections checked for this batch, contain a lost-certificate replacement power. Do not borrow DGCL 8 Del. C. § 167 and stamp it on a Washington corporation. If your state is one of those seven, this guide can show you the pattern other states use. It cannot supply a section that was not in the official text we fetched. Read the state page, and get advice before you invent a bond demand those sections do not contain.
| Fetched certificate statute | Lost-certificate section in the text we checked |
|---|---|
| North Carolina, Washington, Colorado, Arizona, New Jersey, Virginia, Massachusetts | Not in the certificate sections fetched for those states |
| Delaware, Nevada, California, Michigan | Yes. See the table above |
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Printed Standard Certificates Class 2 - Set of 20
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Order this set →The paper for the replacement
The replacement is a certificate of the same class. Printed Standard Certificates Class 1 are $56.00 for 20. Class 2 is $56.00 when the lost certificate was a second class and the multi-class legend still has to appear. The Eagle one-class set is $56.00. The print utility is $0.99 if you will print a single replacement and still have the right officers sign it. None of those prices is a bond premium. The statute, where it mentions security at all, leaves the amount to the corporation or the court.
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Order this set →Questions
Does every state let the corporation demand a bond?
The four replacement statutes confirmed here all allow security. DGCL 8 Del. C. § 167 says the corporation may require an indemnity bond. NRS 78.235(6) says a bond or other security. Cal. Corp. Code § 419(a)-(b) says a bond or other adequate security. MCL 450.1334 says the board may require a bond. "May" is not "must," and none of them sets a price.
Can a lost Delaware certificate be replaced with uncertificated shares?
Yes. DGCL 8 Del. C. § 167 says the corporation may issue a new certificate or uncertificated shares.
What if a California corporation refuses to replace the certificate?
Cal. Corp. Code § 419(a)-(b) lets the owner sue in superior court for an order requiring a new certificate, with a bond fixed in the order.
Does Michigan's replacement statute mention theft?
The confirmed text of MCL 450.1334 says lost or destroyed. It does not say stolen. Delaware, Nevada, and California do.
Is a transfer agent's percentage bond required by these statutes?
No percentage appears in DGCL 8 Del. C. § 167, NRS 78.235(6), Cal. Corp. Code § 419(a)-(b), or MCL 450.1334. A commercial percentage is a vendor practice, not one of these sections.
Which certificate should we order?
A printed set of 20 in the same class as the lost certificate. Class 1 and Class 2 are each $56.00. Sign the replacement under the certificate statute for that state, and mark the old number in the ledger.
Statutes last checked November 3, 2026. Official text: DGCL 8 Del. C. § 167; Cal. Corp. Code § 419(a)-(b); MCL 450.1334; NRS 78.235.