Colorado Revised Statutes

Colo. Rev. Stat. § 4-8-405 (2026)

Replacement of lost, destroyed, or wrongfully taken security certificate

✓ current as of July 2026

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(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:

(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; and

(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 4-8-210. 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.

Source: L. 96: Entire article R&RE, p. 226, § 2, effective July 1.

Editor's note: This section is similar to former § 4-8-405 as it existed prior to 1996.

4-8-406. Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate. If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under section 4-8-404 or a claim to a new security certificate under section 4-8-405.

Source: L. 96: Entire article R&RE, p. 227, § 2, effective July 1.

Editor's note: This section is similar to former § 4-8-405 as it existed prior to 1996.

Notes of Decisions

Cited in 1 case, 2008–2008 · leading case: Clancy Sys. Int'l, Inc. v. Salazar, 177 P.3d 1235 (Colo. 2008).

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Clancy Sys. Int'l, Inc. v. Salazar, 177 P.3d 1235 (Colo. 2008). · cites it 5× “Section 4-8-405, governing the replacement of lost certificates, contains no separate imposition of liability for failure of the issuer to comply because, unlike section 4-8-401, governing registration, none is necessary.”

— Colo. Rev. Stat. § 4-8-405(a) — 1 case

Clancy Sys. Int'l, Inc. v. Salazar, 177 P.3d 1235 (Colo. 2008). “Section 4-8-405, governing the replacement of lost certificates, contains no separate imposition of liability for failure of the issuer to comply because, unlike section 4-8-401, governing registration, none is necessary.”

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