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 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.
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