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HomeCommercial CodeDiv. 8Ch. 4§ 8405 Lost Security Certificate Replacement

§ 8405 Lost Security Certificate Replacement

Commercial Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 8405 Lost Security Certificate Replacement

Key Takeaways

  • •If you lose your stock certificate or it gets stolen, you can ask the company for a new one.
  • •You must ask for a new one before someone else tries to use the lost one.
  • •You need to give the company a promise (like a bond) to cover any problems if the lost one shows up later.
  • •If the lost certificate is later found and someone tries to use it, the company might have to honor it unless they’ve already given out too many.

Example

You lose the paper certificate for your 10 shares of a company, and you want a new one.

You tell the company right away, give them a bond (like a promise to pay if there’s trouble), and they give you a new certificate. Later, if someone finds your old certificate and tries to sell those shares, the company might have to let them—unless they’ve already given out too many shares.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 8405 Lost Security Certificate Replacement

(a) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner does all of the following: (1) So requests before the issuer has notice that the certificate has been acquired by a protected purchaser. (2) Files with the issuer a sufficient indemnity bond. (3) Satisfies other reasonable requirements imposed by the issuer. (b) If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer’s liability is governed by Section 8210. In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser. (Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)

Last verified: January 23, 2026

Key Terms

certificated securityprotected purchaserindemnity bondoverissue

Related Statutes

  • § 8401 Issuer Transfer Registration Requirements
  • § 8302 Purchaser Rights Acquisition
  • § 10401 Lease Performance Assurance Rights
  • § 10402 Lease Contract Repudiation Rights
  • § 10403 Repudiation Retraction In Leases

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Commercial Code. Section 8405.
View Official Source