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HomeCorporations CodeCh. 3Art. 1§ 12402 Replacing Lost Membership Certificates

§ 12402 Replacing Lost Membership Certificates

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

§ 12402 Replacing Lost Membership Certificates

This law says if you lose your membership certificate, the company can give you a new one, but they might ask for a promise to cover costs if someone else claims the old one. If they refuse, you can take them to court to make them give you a new one.

Key Takeaways

  • •If you lose your membership paper, the company can give you a new one.
  • •They might ask you to promise to cover costs if there's a problem with the old paper.
  • •If they refuse to give you a new paper, you can take them to court.

Example

You lose the paper that proves you own part of a company.

The company can give you a new paper, but they might ask you to promise to pay them back if someone else tries to use the old one. If they say no, you can go to court to make them give you a new one.

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

Official Source
View on CA.gov

§ 12402 Replacing Lost Membership Certificates

(a) A corporation may issue a new membership certificate in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate or the owner’s legal representative to give the corporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. (b) If a corporation refuses to issue a new membership certificate or other certificate in place of one theretofore issued by it, or by any corporation of which it is the lawful successor, alleged to have been lost, stolen or destroyed, the owner of the lost, stolen or destroyed certificate or the owner’s legal representative may bring an action in the superior court of the proper county for an order requiring the corporation to issue a new certificate in place of the one lost, stolen or destroyed. (Repealed and added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

Last verified: January 10, 2026

Key Terms

membership certificatelost, stolen or destroyedbond (or other adequate security)superior court

Related Statutes

  • § 7314 Replacing Lost Certificates
  • § 12400 Membership Issuance Consideration Rules
  • § 12401 Membership Certificate Disclosure Rules
  • § 12403 Corporate Membership Admission Rules
  • § 12404 Equal Voting Power Rule

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12402.
View Official Source