Legal Question in Securities Law in California

Re: Stock Certificates

Are you the corporate secretary or transfer agent, i.e., the person with authority to prepare and issue stock certificates?

If so, I think it would be acceptable procedure for you to (1) obtain the permission of the (other) officers whose signatures are to appear on the issued certificate, usually the president and the treasurer or CFO; (2) void the incorrect certificate; (3) make an entry in the register of share certificates stating that it was voided before issuance; and (4) make very sure the next certificate you prepare is accurate. (5) After writing "VOID" conspicuously across the face of the spoiled certificate, keep it with the register of share certificates.

If you are NOT the corporate secretary, transfer agent, or someone working under their direct supervision and control, then you may be exceeding your authority under the bylaws of the corporation or state law, and this could be true even if you are the majority shareholder, CEO or whatever.