This is a document that is executed by the seller of stock that certifies the seller’s true
ownership and ensures the stock has no outstanding claims or liens against it. If the
stock does have security interests, liens, or encumbrances, the seller must indemnify
the buyer against any losses they suffer. This sworn statement must be certified by a
notary public to ensure the proper identification of the seller. This agreement can be
used by individuals or small businesses that want to certify their free and clear
ownership of stock they are trying to sell.
SELLER’S AFFIDAVIT - NO CREDITORS
State of __________________)
County of _________________)
I, _____________________________, [Instruction: Insert name of person signing affidavit.]
(the “Affiant”) of lawful age and of sound mind, under oath state:
1. Sale of Stock
I, the duly authorized representative of the ________ [Instruction: Insert Seller Company
proper name. If an individual is selling, remove “, the duly authorized representative of
the”)], make this affidavit in connection with the sale of merchandise stock by _____
[Instruction: Insert Seller Company name.] (the “Seller”) to
____________________________, [Instruction: Insert Buyer’s proper name.] (the “Buyer”).
As the Seller’s duly authorized representative, I have full right and authority, without further
authorization, to sign this affidavit in connection with the sale of stock as described herein.
That _____ [Instruction: Insert legal name of stock owner, as it appears on stock certificate.]
is the owner of the merchandise stock located at _______, [Instruction: Insert stock location.]
more particularly described as follows: _____ [Instruction: Insert description of stock being
sold to the best of your ability, including certificate number, class of stock, number of
shares, etc.] (the “Stock"). Seller is entitled to the full and exclusive possession of such Stock,
and Seller is not aware that any other party has any right, claim or interest in or to the Stock, in
whole or in part.
3. No Security Interests
The Stock that Seller is transferring to Buyer is free of all security interests and other liens,
perfected or unperfected, and encumbrances.
4. No Creditors
Seller has paid all debts and liabilities pertaining to the Stock. Further, there are no debts or
liabilities of the Seller or Seller's partners (if Seller is a partnership) or Seller's members (if Seller
is a limited liability company) or Seller's shareholders (if Seller is a corporation) [Instruction:
strike out whichever is not applicable. If Seller is an individual, remove prior sentence.],
that affects the Stock or the right of Seller to transfer the Stock to the Buyer.
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5. No Claims
Seller is unaware of any claims (either disputed or undisputed) or potential claims against Seller,
Seller's stock or Seller's partners (if Seller is a partnership) or Seller's members (if Seller is a
limited liability company) or Seller's shareholders (if Seller is a corporation) [Instruction: strike
out whichever is not applicable. If Seller is an individual, remove “or Seller's partners (if
Seller is a partnership) or Seller's members (if Seller is a limited liability company) or Seller's
shareholders (if Seller is a corporation)”.], that affects the Stock or the right of Seller to transfer
the Stock to the Buyer.
6. No Transfer
Seller has not endorsed the Stock to any other individual or entity, nor has Seller assigned,
transferred, hypothecated, pledged or in any other way disposed of either the stock certificates or
its rights as a stockholder in whole or in part.
If, in contrary to this Affidavit, there are any security interests, liens or other encumbrance,
debts, liabilities or claims that affect the Stock, Seller will immediately remove the security
interest, lien or encumbrances or liens and pay the debts, liabilities or claims, and indemnify,
defend, hold harmless, and protect Buyer from any loss or liability arising out of such security
interest, lien, other encumbrance, debt, liability or claim.
Dated: _________________ day of ____________________, 20____ [Instruction: Insert date
[Instruction: Sign on line above in front of notary.]
Printed Name: __________________
Name of Business: _______________
[Instruction: Insert appropriate affiant information above.]
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On this _____ day of ____________ (month), _____ (year), _________________ (name of
Affiant of affidavit), on