(1) Where the content set out in share certificates has become inaccurate as a result of the legal circumstances having changed, the company may declare, with the authorisation of the court, those share certificates to be invalid that have not been produced to it for correction or exchange in spite of a corresponding call having been made. Where the inaccuracy is the result of a change of the nominal amount of the shares of stock, the certificates may be invalidated only if the shares’ nominal amount has been reduced for purposes of reducing the capital stock. Certificates of registered shares of stock cannot be invalidated on the grounds of the stockholder’s designation having become inaccurate. A complaint may be lodged against the decision taken by the court; there is no right of appeal against the decision granting the authorisation.
(2) The call to produce the share certificates is to include a warning that they may be invalidated otherwise; the call is to indicate the authorisation granted by the court. The invalidation is subject to the pre-requisite of notice of the call having been given by publication in the manner stipulated for the period of grace in section 64 (2). The invalidation is effected by notice in the company’s publications of record. The notice is to designate the invalidated share certificates such that it is readily apparent from the notice whether or not a share of stock has been invalidated.
(3) Subject to a provision having been made in the by-laws pursuant to section 10 (5), new share certificates are to be issued to take the stead of the invalidated share certificates and are to be physically handed over to the beneficiary or, should a right to deposit exist, they are to be so deposited. The court is to be notified of the handover or deposit.
(4) Insofar as shares of stock are merged in order to reduce the capital stock, section 226 applies.