The Affidavit Of Lost Stock Certificate And Indemnity Agreement is essential when stockholders need to replace lost, stolen, or destroyed stock certificates. This document, commonly used in U.S. jurisdictions, serves dual purposes: it provides a sworn statement regarding the loss of the original certificate and establishes the stockholder's obligation to indemnify the corporation against potential claims. It complies with UCC Article 8 requirements and state-specific corporate laws, protecting both the corporation's interests and the stockholder's rights. The document is particularly crucial as stock certificates represent valuable ownership rights, and their replacement must be handled with appropriate legal safeguards.
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1. Parties: Identification of the stockholder and the issuing corporation
2. Background: Context of the lost certificate and circumstances of loss
3. Definitions: Key terms used in the document including 'Lost Certificate', 'Shares', and 'Replacement Certificate'
4. Declaration of Loss: Formal statement regarding the lost certificate details, including certificate number, number of shares, and date of issuance
5. Indemnification Provisions: Terms of indemnity provided by the stockholder to protect the company against claims
6. Request for Replacement: Formal request for issuance of replacement certificate and agreement to return original if found
7. Execution: Signature blocks and notarization requirements
1. Search Efforts: Description of attempts made to locate the certificate and confirmation that it cannot be found
2. Bond Provision: Details of surety bond requirements and terms if required by the company
3. Additional Warranties: Extra assurances and representations from the stockholder regarding ownership and validity
1. Schedule A - Certificate Details: Detailed information about the lost certificate including certificate number, number of shares, date of issuance, and registered holder
2. Schedule B - Supporting Documents: Copies of relevant documentation proving ownership and identity
3. Appendix 1 - Police Report: Copy of police report if the certificate was stolen and reported to authorities
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