Oklahoma § 18-1047.2 - Judicial proceedings to compel issuance of new

§ 18-1047.2. Judicial proceedings to compel issuance of new

certificate or uncertificated shares.

JUDICIAL PROCEEDINGS TO COMPEL ISSUANCE OF NEW CERTIFICATE OR

UNCERTIFICATED SHARES

A. If a corporation refuses to issue new uncertificated shares

or a new certificate of stock in place of a certificate previously

issued by it, or by any corporation of which it is the lawful

successor, that is alleged to have been lost, stolen, or destroyed,

the owner of the lost, stolen, or destroyed certificate or such

owner’s legal representative may apply to the district court for an

order requiring the corporation to show cause why it should not

issue new uncertificated shares or a new certificate of stock in

place of the certificate that is lost, stolen, or destroyed. Such

application shall be by a complaint which shall state the name of

the corporation, the number and date of the certificate if known or

ascertainable by the plaintiff, the number of shares of stock

represented thereby and to whom issued, and a statement of the

circumstances attending to the loss, theft, or destruction. The

court shall order the corporation to show cause at a designated time

and place, as to why it should not issue new uncertificated shares

or a new certificate of stock in place of the one described in the

complaint. A copy of the complaint and order shall be served upon

the corporation at least five (5) days before the time designated in

the order.

B. Upon hearing, if the district court is satisfied that the

plaintiff is the lawful owner of the number of shares of capital

stock or any part thereof described in the complaint, that the

certificate for such shares has been lost, stolen, or destroyed, and

that no sufficient cause has been shown why new uncertificated

shares or a new certificate should not be issued in place thereof,

the court shall order the corporation to issue and deliver to the

plaintiff new uncertificated shares or a new certificate for such

shares. The court shall direct in such order that, before the

issuance and delivery to the plaintiff of such new uncertificated

shares or a new certificate, the plaintiff give the corporation a

bond in such form and with such security that the court deems

Oklahoma Statutes - Title 18. Corporations

sufficient to indemnify the corporation against any claim that may

be made against it on account of the alleged loss, theft, or

destruction of any such certificate or the issuance of such new

uncertificated shares or new certificate. No corporation which has

issued uncertificated shares or a certificate under a court order

entered under this section shall be liable in an amount in excess of

the amount specified in the bond.

Added by Laws 2024, c. 120, § 23, eff. Nov. 1, 2024.