Written by Acorn Sales Company, manufacturing stamps and seals since 1964 · Reviewed by Holly R, VP of Sales and Marketing at Acorn Sales, against UCC Article 8, the Delaware General Corporation Law and the Code of Virginia on September 25, 2026 · Updated September 25, 2026
A corporation can issue a new stock certificate to replace one that was lost, stolen or destroyed, and it can require the owner to post an indemnity bond first. Under UCC Article 8, the company must replace it if the owner asks in time, files a sufficient bond and meets its other reasonable requirements. Here is how the process runs and what the company needs to reissue the certificate.
What does the law say about a lost stock certificate?
Two sets of rules apply: Article 8 of the Uniform Commercial Code and your state's corporation statute. Delaware's version is short: a corporation "may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed," and it may require a bond to indemnify it (8 Del. C. §167).
UCC §8-405 turns that permission into an obligation once the owner meets three conditions. The issuer "shall issue a new certificate" if the owner:
- asks for it before the company learns the certificate has been acquired by a protected purchaser;
- files a sufficient indemnity bond with the company; and
- satisfies any other reasonable requirements the company sets.
Source: UCC §8-405, Cornell LII.
How quickly do you have to report a lost certificate?
Within a reasonable time. Under UCC §8-406, if the owner does not notify the company within a reasonable time after learning the certificate is gone, and the company registers a transfer before it hears, the owner cannot claim a new certificate (UCC §8-406).
In practice that means telling the corporate secretary, or whoever keeps the stock ledger, as soon as you notice. Put it in writing and include the certificate number if you know it.
How does a shareholder get a replacement?
- Notify the company in writing. Give your name, the certificate number and the number of shares, and say whether the certificate was lost, stolen or destroyed.
- Ask for a new certificate. The request has to reach the company before it learns that someone else has bought the original as a protected purchaser.
- Provide the bond the company asks for. Both Delaware and the UCC let the company require an indemnity bond, which protects it if the original turns up in someone else's hands.
- Meet the company's other requirements. The UCC allows "other reasonable requirements imposed by the issuer," so ask what the company needs.
What does the company do to reissue it?
For the company, a replacement is a new issuance, completed and signed like any other certificate.
- Use the next certificate number in your sequence, and write in the holder, the number and class of shares and the date.
- Have two officers sign it, as Virginia and Delaware both require for certificates.
- Record it in the stock ledger, noting which certificate number it replaces, so the ledger shows one live certificate for those shares.
Our guide to what goes on a stock certificate walks through the required elements and signatures.
What if the original certificate turns up?
If a protected purchaser presents the original after a replacement has been issued, the UCC has the company register the transfer. The company can then recover the new certificate from the person it was issued to, except from a protected purchaser, on top of its rights under the indemnity bond.
That is why the bond matters to the company. If the owner simply finds the original in a drawer, tell the company so it can note which certificate is valid and cancel the other.
Can the company skip the paper and go uncertificated?
Yes, where the corporation allows it. Delaware's §167 lets a corporation issue uncertificated shares in place of a lost certificate. In Virginia, the board may authorize shares without certificates, and the corporation then gives the holder a written statement of the certificate information within a reasonable time (Va. Code §13.1-648).
Ordering a replacement certificate
Order the same Goes number as your original set so the replacement matches the rest of the book. Certificates are $2.50 or $2.75 each depending on the number, and printed certificates can start at whatever number you give us, so the replacement continues your sequence.
If you no longer know which certificate you used, the Goes 1 Corporate Stock Certificate is a green 8-1/2″ x 15″ long form with a printed back at $2.75, and the short form certificates are 8-1/2″ x 11″ at $2.50.
Related guides
- Stock Certificates and Corporate Kits: Complete Guide
- Stock Certificate Transfer: The Steps and Documents
- What Goes on a Stock Certificate, and How to Issue One
- LLC Membership Certificates: What They Are and What Goes on One
Frequently asked questions
Can I get a copy of a lost stock certificate?
Not a copy. The company issues a new certificate that replaces the lost one, usually after the owner files an indemnity bond and meets the company's other reasonable requirements under UCC §8-405.
Do I need an indemnity bond to replace a lost stock certificate?
The company may require one. Delaware's §167 allows a corporation to require a bond sufficient to indemnify it, and the UCC's mandatory replacement rule applies once the owner has filed a sufficient indemnity bond.
How long do I have to report a lost certificate?
A reasonable time after you learn it is missing. Under UCC §8-406, if you wait and the company registers a transfer of the original before hearing from you, you lose the right to claim a new certificate.
What happens if I find the original after getting a replacement?
Tell the company so it can cancel one of the two. Only one certificate should be live for the same shares, and the ledger should show which one it is.
Does this apply to a lost LLC membership certificate?
Not automatically. UCC §8-405 covers security certificates, and an LLC interest is usually not a security under Article 8 unless the operating agreement opts in. For an LLC, start with the operating agreement.
Can a stolen certificate be replaced the same way?
Yes. Both Delaware's §167 and UCC §8-405 cover certificates that are lost, destroyed or wrongfully taken, and the same notice and bond conditions apply.
Need to reissue? Find your certificate number on our Corporate Stock Certificates page.
