{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-501.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-501.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-501.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-501.html"}],"law_id":75080,"edition_id":1,"section_id":75080,"structure_id":16694,"section_number":"13.1-501","catch_line":"Definitions","history":"Code 1950, \u00a7 13-106; 1956, c. 428; 1966, c. 186; 1974, cc. 409, 479; 1975, c. 75; 1976, c. 229; 1987, c. 678; 1988, c. 536; 1990, c. 5; 1991, cc. 223, 418; 1992, c. 19; 1997, c. 279; 1998, c. 22; 2001, c. 722.","full_text":"A\n\nWhen used in this chapter, unless the context otherwise requires:\n\t\t\t“Agent” means any individual who, as a director, officer, partner, associate, employee or sales representative of a broker-dealer or issuer, effects or undertakes to effect sales of securities, otherwise than on behalf of (i) an issuer either offering a security exempted by subdivision 1, 2, 3, 4, 7, 9, or 10 of subsection A of \u00a7 13.1-514 or effecting a transaction with a “qualified purchaser” as defined by the United States Securities and Exchange Commission or (ii) a broker-dealer effecting in this Commonwealth transactions limited to those transactions described in \u00a7 15(h)(2) of the Securities Exchange Act of 1934.\n\t\t\t“Broker-dealer” means any person engaged in the business of selling any type of security other than an interest or unit in a condominium as defined in \u00a7 55.1-2000 or cooperative housing corporation for the account of others or for his own account otherwise than with or through a broker-dealer or agent, but does not include an issuer or an agent. A bank or trust subsidiary formed under Article 3 (\u00a7 6.2-1047 et seq.) of Chapter 10 of Title 6.2 shall not be considered to be a broker-dealer because the bank or trust subsidiary formed under Article 3 (\u00a7 6.2-1047 et seq.) of Chapter 10 of Title 6.2 engages in any one or more of the activities specified in subparagraph (i), (ii), (iii), (iv), (v), (vi), (viii), (ix) or (x) of \u00a7 3(a)(4)(B) or in \u00a7 3(a)(5)(C) of the Securities Exchange Act of 1934 under the conditions described in connection with such laws.\n\t\t\t“Commission” means the State Corporation Commission.\n\t\t\t“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.\n\t\t\t“Cooperative housing corporation” means a corporation in which each member is entitled, solely by reason of his membership in the corporation, to occupy for dwelling purposes a house or an apartment in a building owned or leased or to be owned or leased by the corporation or to purchase a dwelling constructed or to be constructed by the corporation. The corporation shall not be or intend to be engaged in any business or activity other than the ownership, leasing, management, or construction of residential properties for its members, except to the extent that such business or activity is incidental to the ownership, leasing, management, or construction of residential properties. The securities of the corporation shall be issued only in connection with the sale or lease of dwelling units to persons who are or thereupon become members of the corporation and shall be transferable by the purchasers only in connection with the transfer of such dwelling units or leases to other persons who are or thereupon become members.\n\t\t\t“Federal covered advisor” means any person who is registered or required to be registered under \u00a7 203 of the Investment Advisers Act of 1940 as an “investment adviser.”\n\t\t\t“Federal covered security” means any security described as a “covered security” in \u00a7 18 of the Securities Act of 1933.\n\t\t\t“Guaranteed” means guaranteed as to payment of principal, interest or dividends.\n\t\t\t“Investment advisor” means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities. Investment advisor also includes financial planners and other persons who, as an integral component of other financially related services, provide the foregoing investment advisory services to others for compensation and as a part of a business or who hold themselves out as providing the foregoing investment advisory services to others for compensation. “Investment advisor” does not include (i) an investment advisor representative; (ii) a bank, a bank holding company as defined in the Bank Holding Company Act of 1956 which is not an investment company, a trust subsidiary organized under Article 3 (\u00a7 6.2-1047 et seq.) of Chapter 10 of Title 6.2, a savings institution, a credit union, or a trust company; (iii) a lawyer, accountant, engineer, or teacher whose performance of these services is solely incidental to the practice of his profession; (iv) a broker-dealer or his agent whose performance of these services is solely incidental to the conduct of his business as a broker-dealer and who receives no special compensation for them; (v) a publisher of any newspaper, news column, newsletter, news magazine, or business or financial publication or service, whether communicated in hard copy form, or by electronic means, or otherwise, that does not consist of the rendering of advice on the basis of the specific situation of each client; (vi) any person that is a federal covered advisor; or (vii) such other persons not within the intent of this definition, as the Commission may designate by rule or determine by order pursuant to \u00a7 13.1-525.\n\t\t\t“Investment advisor representative” means any partner, officer, director of, or a person occupying a similar status or performing similar functions, or other individual, except clerical or ministerial personnel, who is employed by or associated with (a) an investment advisor registered or required to be registered under this chapter and who does any of the following: (i) makes any recommendations or otherwise renders advice regarding securities, (ii) manages accounts or portfolios of clients, (iii) determines which recommendations or advice regarding securities should be given, (iv) prepares reports or analyses concerning securities, (v) solicits, offers or negotiates for the sale of or sells investment advisory services, or (vi) supervises employees who perform any of the foregoing; or (b) a federal covered advisor, subject to the limitations of \u00a7 203 A of the Investment Advisers Act of 1940, as the Commission may designate by rule or order. “Investment advisor representative” does not include such other persons employed by or associated with either an investment advisor or a federal covered advisor not within the intent of this definition as the Commission may designate by rule or determine by order pursuant to \u00a7 13.1-525.\n\t\t\t“Issuer” means any person who issues or proposes to issue a security, except that:1\n\nWith respect to certificates of deposit, voting trust certificates or collateral trust certificates, and with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors or persons performing similar functions, or of the fixed, restricted management or unit type, the term “issuer” means the person or persons performing the acts and assuming the duties of manager;2\n\nWith respect to equipment trust certificates or like securities, “issuer” means the person by whom the equipment is or is to be used;3\n\nWith respect to oil, gas or other mineral leases, rights or royalties or interests therein, “issuer” means the owner of any such lease, right, royalty or interest (whether whole or fractional) who creates financial interests therein for the purpose of offering to more than five persons.\n\t\t\t\t“Nonissuer distribution” means any transaction not directly or indirectly for the benefit of the issuer.\n\t\t\t\t“Offer” includes every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security for value.\n\t\t\t\t“Person” means an individual, a partnership, a corporation, an unincorporated association, a government, a subdivision of a government, or a trust in which the interests of the beneficiaries are evidenced by securities.\n\t\t\t\t“Sale” or “sell” includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value.\n\t\t\t\t“Securities Act of 1933,” “Securities Exchange Act of 1934,” “Bank Holding Company Act of 1956,” “Investment Advisers Act of 1940,” and “Investment Company Act of 1940″ mean the federal statutes of those names as now or hereafter amended.\n\t\t\t\t“Security” means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit-sharing agreement; collateral trust certificate; preorganization certificate of subscription; transferable share; investment contract; voting-trust certificate; certificate of deposit for a security; oil, gas or other mineral lease, right or royalty, or any interest therein; or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. However, this definition shall not apply to any insurance policy, endowment policy, annuity contract, variable annuity contract or any contract or agreement in relation to and in consequence of any such policy or contract, issued by an insurance company subject to the supervision or control of the Commission’s Bureau of Insurance when the form of such policy or contract has been duly filed with the Bureau as now or hereafter required by law.\n\t\t\t\t“State” means any state, territory or possession of the United States, including the District of Columbia and Puerto Rico.B\n\nFor the purposes of Article 4 (§ 13.1-507 et seq.) of this chapter, the terms defined in this section shall not include negotiations or agreements between the issuer and any underwriter or among underwriters; or any transaction by the pledgee of a security unless made directly or indirectly for the benefit of the issuer.C\n\nAny security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing shall be deemed to constitute part of the subject of the purchase and to have been offered and sold for value.D\n\nEvery sale or offer of a warrant or right to purchase or subscribe to another security of the same issuer or of another person, and every sale or offer, of a security which gives the holder thereof a present or future right or privilege to convert the security into another security of the same issuer or of another person, shall be deemed to include an offer of such other security.","order_by":null,"text":{"0":{"id":269676,"text":"When used in this chapter, unless the context otherwise requires:\n\t\t\t“Agent” means any individual who, as a director, officer, partner, associate, employee or sales representative of a broker-dealer or issuer, effects or undertakes to effect sales of securities, otherwise than on behalf of (i) an issuer either offering a security exempted by subdivision 1, 2, 3, 4, 7, 9, or 10 of subsection A of \u00a7 13.1-514 or effecting a transaction with a “qualified purchaser” as defined by the United States Securities and Exchange Commission or (ii) a broker-dealer effecting in this Commonwealth transactions limited to those transactions described in \u00a7 15(h)(2) of the Securities Exchange Act of 1934.\n\t\t\t“Broker-dealer” means any person engaged in the business of selling any type of security other than an interest or unit in a condominium as defined in \u00a7 55.1-2000 or cooperative housing corporation for the account of others or for his own account otherwise than with or through a broker-dealer or agent, but does not include an issuer or an agent. A bank or trust subsidiary formed under Article 3 (\u00a7 6.2-1047 et seq.) of Chapter 10 of Title 6.2 shall not be considered to be a broker-dealer because the bank or trust subsidiary formed under Article 3 (\u00a7 6.2-1047 et seq.) of Chapter 10 of Title 6.2 engages in any one or more of the activities specified in subparagraph (i), (ii), (iii), (iv), (v), (vi), (viii), (ix) or (x) of \u00a7 3(a)(4)(B) or in \u00a7 3(a)(5)(C) of the Securities Exchange Act of 1934 under the conditions described in connection with such laws.\n\t\t\t“Commission” means the State Corporation Commission.\n\t\t\t“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.\n\t\t\t“Cooperative housing corporation” means a corporation in which each member is entitled, solely by reason of his membership in the corporation, to occupy for dwelling purposes a house or an apartment in a building owned or leased or to be owned or leased by the corporation or to purchase a dwelling constructed or to be constructed by the corporation. The corporation shall not be or intend to be engaged in any business or activity other than the ownership, leasing, management, or construction of residential properties for its members, except to the extent that such business or activity is incidental to the ownership, leasing, management, or construction of residential properties. The securities of the corporation shall be issued only in connection with the sale or lease of dwelling units to persons who are or thereupon become members of the corporation and shall be transferable by the purchasers only in connection with the transfer of such dwelling units or leases to other persons who are or thereupon become members.\n\t\t\t“Federal covered advisor” means any person who is registered or required to be registered under \u00a7 203 of the Investment Advisers Act of 1940 as an “investment adviser.”\n\t\t\t“Federal covered security” means any security described as a “covered security” in \u00a7 18 of the Securities Act of 1933.\n\t\t\t“Guaranteed” means guaranteed as to payment of principal, interest or dividends.\n\t\t\t“Investment advisor” means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities. Investment advisor also includes financial planners and other persons who, as an integral component of other financially related services, provide the foregoing investment advisory services to others for compensation and as a part of a business or who hold themselves out as providing the foregoing investment advisory services to others for compensation. “Investment advisor” does not include (i) an investment advisor representative; (ii) a bank, a bank holding company as defined in the Bank Holding Company Act of 1956 which is not an investment company, a trust subsidiary organized under Article 3 (\u00a7 6.2-1047 et seq.) of Chapter 10 of Title 6.2, a savings institution, a credit union, or a trust company; (iii) a lawyer, accountant, engineer, or teacher whose performance of these services is solely incidental to the practice of his profession; (iv) a broker-dealer or his agent whose performance of these services is solely incidental to the conduct of his business as a broker-dealer and who receives no special compensation for them; (v) a publisher of any newspaper, news column, newsletter, news magazine, or business or financial publication or service, whether communicated in hard copy form, or by electronic means, or otherwise, that does not consist of the rendering of advice on the basis of the specific situation of each client; (vi) any person that is a federal covered advisor; or (vii) such other persons not within the intent of this definition, as the Commission may designate by rule or determine by order pursuant to \u00a7 13.1-525.\n\t\t\t“Investment advisor representative” means any partner, officer, director of, or a person occupying a similar status or performing similar functions, or other individual, except clerical or ministerial personnel, who is employed by or associated with (a) an investment advisor registered or required to be registered under this chapter and who does any of the following: (i) makes any recommendations or otherwise renders advice regarding securities, (ii) manages accounts or portfolios of clients, (iii) determines which recommendations or advice regarding securities should be given, (iv) prepares reports or analyses concerning securities, (v) solicits, offers or negotiates for the sale of or sells investment advisory services, or (vi) supervises employees who perform any of the foregoing; or (b) a federal covered advisor, subject to the limitations of \u00a7 203 A of the Investment Advisers Act of 1940, as the Commission may designate by rule or order. “Investment advisor representative” does not include such other persons employed by or associated with either an investment advisor or a federal covered advisor not within the intent of this definition as the Commission may designate by rule or determine by order pursuant to \u00a7 13.1-525.\n\t\t\t“Issuer” means any person who issues or proposes to issue a security, except that:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":269677,"text":"With respect to certificates of deposit, voting trust certificates or collateral trust certificates, and with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors or persons performing similar functions, or of the fixed, restricted management or unit type, the term “issuer” means the person or persons performing the acts and assuming the duties of manager;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":269678,"text":"With respect to equipment trust certificates or like securities, “issuer” means the person by whom the equipment is or is to be used;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":269679,"text":"With respect to oil, gas or other mineral leases, rights or royalties or interests therein, “issuer” means the owner of any such lease, right, royalty or interest (whether whole or fractional) who creates financial interests therein for the purpose of offering to more than five persons.\n\t\t\t\t“Nonissuer distribution” means any transaction not directly or indirectly for the benefit of the issuer.\n\t\t\t\t“Offer” includes every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security for value.\n\t\t\t\t“Person” means an individual, a partnership, a corporation, an unincorporated association, a government, a subdivision of a government, or a trust in which the interests of the beneficiaries are evidenced by securities.\n\t\t\t\t“Sale” or “sell” includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value.\n\t\t\t\t“Securities Act of 1933,” “Securities Exchange Act of 1934,” “Bank Holding Company Act of 1956,” “Investment Advisers Act of 1940,” and “Investment Company Act of 1940″ mean the federal statutes of those names as now or hereafter amended.\n\t\t\t\t“Security” means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit-sharing agreement; collateral trust certificate; preorganization certificate of subscription; transferable share; investment contract; voting-trust certificate; certificate of deposit for a security; oil, gas or other mineral lease, right or royalty, or any interest therein; or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. However, this definition shall not apply to any insurance policy, endowment policy, annuity contract, variable annuity contract or any contract or agreement in relation to and in consequence of any such policy or contract, issued by an insurance company subject to the supervision or control of the Commission’s Bureau of Insurance when the form of such policy or contract has been duly filed with the Bureau as now or hereafter required by law.\n\t\t\t\t“State” means any state, territory or possession of the United States, including the District of Columbia and Puerto Rico.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":269680,"text":"For the purposes of Article 4 (§ 13.1-507 et seq.) of this chapter, the terms defined in this section shall not include negotiations or agreements between the issuer and any underwriter or among underwriters; or any transaction by the pledgee of a security unless made directly or indirectly for the benefit of the issuer.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"C"},"5":{"id":269681,"text":"Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing shall be deemed to constitute part of the subject of the purchase and to have been offered and sold for value.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"6":{"id":269682,"text":"Every sale or offer of a warrant or right to purchase or subscribe to another security of the same issuer or of another person, and every sale or offer, of a security which gives the holder thereof a present or future right or privilege to convert the security into another security of the same issuer or of another person, shall be deemed to include an offer of such other security.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":16694,"edition_id":1,"name":"Definitions","identifier":"1","label":"article","depth":3,"order_by":1,"parent_id":13119,"metadata":{},"date_created":"2026-06-26 04:33:25","date_modified":"2026-06-26 04:33:25","permalink":{"id":149805,"object_type":"structure","relational_id":16694,"identifier":"1","token":"13.1\/5\/1","url":"\/13.1\/5\/1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13119,"edition_id":1,"name":"Securities Act","identifier":"5","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:18","date_modified":"2026-06-26 03:44:18","permalink":{"id":149803,"object_type":"structure","relational_id":13119,"identifier":"5","token":"13.1\/5","url":"\/13.1\/5\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":75080,"structure_id":16694,"section_number":"13.1-501","catch_line":"Definitions","url":"\/13.1-501\/","token":"13.1\/5\/1\/13.1-501","metadata":false}],"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-501\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 13 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1966, chapter 186; in 1974, chapters 409 and 479; in 1975, chapter 75; in 1976, chapter 229; in 1987, chapter 678; in 1988, chapter 536; in 1990, chapter 5; in 1991, chapters 223 and 418; in 1992, chapter 19; in 1997, chapter 279<\/a>; in 1998, chapter 22<\/a>; in 2001, chapter 722<\/a>.<\/p>","references":[{"id":73137,"section_number":"12.1-20","catch_line":"Facts to be certified by clerk upon request; signing and sealing; fees","order_by":null,"url":"\/12.1-20\/"},{"id":73116,"section_number":"13.1-561.1","catch_line":"Fees to cover expense of regulation","order_by":null,"url":"\/13.1-561.1\/"},{"id":77069,"section_number":"13.1-775.1","catch_line":"Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely","order_by":null,"url":"\/13.1-775.1\/"},{"id":54764,"section_number":"13.1-936.1","catch_line":"Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely","order_by":null,"url":"\/13.1-936.1\/"},{"id":62711,"section_number":"2.2-2752","catch_line":"Program Trust Fund","order_by":null,"url":"\/2.2-2752\/"},{"id":86360,"section_number":"2.2-3101","catch_line":"Definitions","order_by":null,"url":"\/2.2-3101\/"},{"id":70891,"section_number":"2.2-4508","catch_line":"Investment of certain public moneys in certain mutual funds","order_by":null,"url":"\/2.2-4508\/"},{"id":75007,"section_number":"30-101","catch_line":"Definitions","order_by":null,"url":"\/30-101\/"},{"id":54910,"section_number":"30-103","catch_line":"Prohibited conduct","order_by":null,"url":"\/30-103\/"},{"id":54316,"section_number":"38.2-5016","catch_line":"Board of directors; appointment; vacancies; term; list of Program claimants","order_by":null,"url":"\/38.2-5016\/"},{"id":60651,"section_number":"38.2-6016","catch_line":"Applicability of securities laws","order_by":null,"url":"\/38.2-6016\/"},{"id":85082,"section_number":"55.1-1976","catch_line":"Public offering statement; condominium securities","order_by":null,"url":"\/55.1-1976\/"},{"id":84882,"section_number":"55.1-2159","catch_line":"Public offering statement; cooperative securities","order_by":null,"url":"\/55.1-2159\/"},{"id":70516,"section_number":"55.1-2218","catch_line":"Certain advertising practices regulated","order_by":null,"url":"\/55.1-2218\/"},{"id":87202,"section_number":"56-231.43","catch_line":"Powers","order_by":null,"url":"\/56-231.43\/"},{"id":80779,"section_number":"58.1-2030","catch_line":"Petition for correction of taxes, etc., assessed by State Corporation Commission","order_by":null,"url":"\/58.1-2030\/"},{"id":65703,"section_number":"58.1-4100","catch_line":"Definitions","order_by":null,"url":"\/58.1-4100\/"},{"id":69020,"section_number":"59.1-199","catch_line":"Exclusions","order_by":null,"url":"\/59.1-199\/"},{"id":59290,"section_number":"59.1-263","catch_line":"Definitions","order_by":null,"url":"\/59.1-263\/"},{"id":59857,"section_number":"59.1-321","catch_line":"Exemption from registration under other acts","order_by":null,"url":"\/59.1-321\/"},{"id":84331,"section_number":"59.1-92.20","catch_line":"Fees to cover expense of regulation","order_by":null,"url":"\/59.1-92.20\/"},{"id":79953,"section_number":"59.1-95.1","catch_line":"Fees to cover expense of regulation","order_by":null,"url":"\/59.1-95.1\/"},{"id":64748,"section_number":"6.2-1013","catch_line":"Definitions","order_by":null,"url":"\/6.2-1013\/"},{"id":68689,"section_number":"6.2-1100","catch_line":"Definitions","order_by":null,"url":"\/6.2-1100\/"},{"id":74450,"section_number":"6.2-1536","catch_line":"Disclosures in connection with sale of securities","order_by":null,"url":"\/6.2-1536\/"},{"id":59733,"section_number":"63.2-1931","catch_line":"Effect of service on banks, savings institutions, etc","order_by":null,"url":"\/63.2-1931\/"},{"id":85439,"section_number":"64.2-2003","catch_line":"Appointment of guardian ad litem","order_by":null,"url":"\/64.2-2003\/"}],"refers_to":[{"id":64075,"section_number":"13.1-507","catch_line":"Registration requirement; exemptions","order_by":null,"url":"\/13.1-507\/"},{"id":81002,"section_number":"13.1-514","catch_line":"Exemptions","order_by":null,"url":"\/13.1-514\/"},{"id":81978,"section_number":"13.1-525","catch_line":"Official interpretations","order_by":null,"url":"\/13.1-525\/"},{"id":82636,"section_number":"55.1-2000","catch_line":"Definitions","order_by":null,"url":"\/55.1-2000\/"},{"id":65489,"section_number":"6.2-1047","catch_line":"Definitions","order_by":null,"url":"\/6.2-1047\/"}],"permalink":{"id":149807,"object_type":"law","relational_id":75080,"identifier":"13.1-501","token":"13.1\/5\/1\/13.1-501","url":"\/13.1-501\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-501\/","token":"13.1\/5\/1\/13.1-501","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-501","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> When used in this chapter, unless the context otherwise requires:\n\t\t\t“Agent<\/span>” means any individual who, as a director, officer, partner, associate, employee or sales<\/span> representative of a broker-dealer<\/span> or issuer<\/span>, effects or undertakes to effect sales<\/span> of securities, otherwise than on behalf of (i) an issuer<\/span> either offering a security exempted by subdivision 1, 2, 3, 4, 7, 9, or 10 of subsection A of \u00a7 13.1-514<\/a> or effecting a transaction with a “qualified purchaser<\/span>” as defined by the United States<\/span> Securities and Exchange Commission<\/span> or (ii) a broker-dealer<\/span> effecting in this Commonwealth transactions limited to those transactions described in \u00a7 15(h)(2) of the Securities Exchange Act of 1934.\n\t\t\t“Broker-dealer<\/span>” means any person<\/span> engaged in the business of selling any type of security other than an interest or unit in a condominium as defined in \u00a7 55.1-2000<\/a> or cooperative housing corporation<\/span> for the account of others or for his own account otherwise than with or through a broker-dealer<\/span> or agent<\/span>, but does not include an issuer<\/span> or an agent<\/span>. A bank or trust subsidiary formed under Article 3 (\u00a7 6.2-1047<\/a> et seq.) of Chapter 10 of Title 6.2 shall not be considered to be a broker-dealer<\/span> because the bank or trust subsidiary formed under Article 3 (\u00a7 6.2-1047<\/a> et seq.) of Chapter 10 of Title 6.2 engages in any one or more of the activities specified in subparagraph (i), (ii), (iii), (iv), (v), (vi), (viii), (ix) or (x) of \u00a7 3(a)(4)(B) or in \u00a7 3(a)(5)(C) of the Securities Exchange Act of 1934 under the conditions described in connection with such laws<\/span>.\n\t\t\t“Commission<\/span>” means the State<\/span> Corporation Commission<\/span>.\n\t\t\t“Control<\/span>” means the possession<\/span>, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person<\/span>, whether through the ownership of voting securities, by contract<\/span>, or otherwise.\n\t\t\t“Cooperative housing corporation<\/span>” means a corporation in which each member is entitled, solely by reason of his membership in the corporation, to occupy for dwelling purposes a house or an apartment in a building owned or leased or to be owned or leased by the corporation or to purchase a dwelling constructed or to be constructed by the corporation. The corporation shall not be or intend to be engaged in any business or activity other than the ownership, leasing, management, or construction of residential properties for its members, except to the extent that such business or activity is incidental to the ownership, leasing, management, or construction of residential properties. The securities of the corporation shall be issued only in connection with the sale<\/span> or lease of dwelling units to persons<\/span> who are or thereupon become members of the corporation and shall be transferable by the purchasers only in connection with the transfer of such dwelling units or leases to other persons<\/span> who are or thereupon become members.\n\t\t\t“Federal covered advisor<\/span>” means any person<\/span> who is registered or required to be registered under \u00a7 203 of the Investment Advisers Act of 1940 as an “investment adviser.”\n\t\t\t“Federal covered security<\/span>” means any security described as a “covered security” in \u00a7 18 of the Securities Act of 1933.\n\t\t\t“Guaranteed<\/span>” means guaranteed<\/span> as to payment of principal, interest or dividends.\n\t\t\t“Investment advisor” means any person<\/span> who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues<\/span> or promulgates analyses or reports concerning securities. Investment advisor also includes financial planners and other persons<\/span> who, as an integral component of other financially related services, provide the foregoing investment advisory services to others for compensation and as a part of a business or who hold themselves out as providing the foregoing investment advisory services to others for compensation. “Investment advisor” does not include (i) an investment advisor representative<\/span>; (ii) a bank, a bank holding company as defined in the Bank Holding Company Act of 1956 which is not an investment company, a trust subsidiary organized under Article 3 (\u00a7 6.2-1047<\/a> et seq.) of Chapter 10 of Title 6.2, a savings institution, a credit union, or a trust company; (iii) a lawyer, accountant, engineer, or teacher whose performance of these services is solely incidental to the practice of his profession; (iv) a broker-dealer<\/span> or his agent<\/span> whose performance of these services is solely incidental to the conduct of his business as a broker-dealer<\/span> and who receives no special compensation for them; (v) a publisher of any newspaper, news column, newsletter, news magazine, or business or financial publication or service, whether communicated in hard copy form, or by electronic means, or otherwise, that does not consist of the rendering of advice on the basis of the specific situation of each client; (vi) any person<\/span> that is a federal covered advisor<\/span>; or (vii) such other persons<\/span> not within the intent<\/span> of this definition, as the Commission<\/span> may designate by rule or determine by order<\/span> pursuant to \u00a7 13.1-525<\/a>.\n\t\t\t“Investment advisor representative<\/span>” means any partner, officer, director of, or a person<\/span> occupying a similar status or performing similar functions, or other individual, except clerical or ministerial personnel, who is employed by or associated with (a) an investment advisor registered or required to be registered under this chapter and who does any of the following: (i) makes any recommendations or otherwise renders advice regarding securities, (ii) manages accounts or portfolios of clients, (iii) determines which recommendations or advice regarding securities should be given, (iv) prepares reports or analyses concerning securities, (v) solicits, offers<\/span> or negotiates for the sale<\/span> of or sells<\/span> investment advisory services, or (vi) supervises employees who perform any of the foregoing; or (b) a federal covered advisor<\/span>, subject to the limitations of \u00a7 203 A of the Investment Advisers Act of 1940, as the Commission<\/span> may designate by rule or order<\/span>. “Investment advisor representative<\/span>” does not include such other persons<\/span> employed by or associated with either an investment advisor or a federal covered advisor<\/span> not within the intent<\/span> of this definition as the Commission<\/span> may designate by rule or determine by order<\/span> pursuant to \u00a7 13.1-525<\/a>.\n\t\t\t“Issuer<\/span>” means any person<\/span> who issues<\/span> or proposes to issue<\/span> a security, except that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> With respect to certificates of deposit, voting trust certificates or collateral<\/span> trust certificates, and with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors or persons<\/span> performing similar functions, or of the fixed, restricted management or unit type, the term “issuer<\/span>” means the person<\/span> or persons<\/span> performing the acts and assuming the duties of manager; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> With respect to equipment trust certificates or like securities, “issuer<\/span>” means the person<\/span> by whom the equipment is or is to be used; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> With respect to oil, gas or other mineral leases, rights or royalties or interests therein, “issuer<\/span>” means the owner of any such lease, right, royalty or interest (whether whole or fractional) who creates financial interests therein for the purpose of offering to more than five persons<\/span>.\n\t\t\t\t“Nonissuer distribution<\/span>” means any transaction not directly or indirectly for the benefit of the issuer<\/span>.\n\t\t\t\t“Offer<\/span>” includes every attempt or offer<\/span> to dispose of, or solicitation of an offer<\/span> to buy, a security or interest in a security for value.\n\t\t\t\t“Person<\/span>” means an individual, a partnership, a corporation, an unincorporated association, a government, a subdivision of a government, or a trust in which the interests of the beneficiaries are evidenced by securities.\n\t\t\t\t“Sale<\/span>” or “sell<\/span>” includes every contract<\/span> of sale<\/span> of, contract<\/span> to sell<\/span>, or disposition<\/span> of, a security or interest in a security for value.\n\t\t\t\t“Securities Act of 1933,” “Securities Exchange Act of 1934,” “Bank Holding Company Act of 1956,” “Investment Advisers Act of 1940,” and “Investment Company Act of 1940″ mean the federal statutes<\/span> of those names as now or hereafter amended.\n\t\t\t\t“Security” means any note; stock; treasury stock; bond<\/span>; debenture; evidence<\/span> of indebtedness; certificate of interest or participation in any profit-sharing agreement; collateral<\/span> trust certificate; preorganization certificate of subscription; transferable share; investment contract<\/span>; voting-trust certificate; certificate of deposit for a security; oil, gas or other mineral lease, right or royalty, or any interest therein; or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. However, this definition shall not apply to any insurance policy, endowment policy, annuity contract<\/span>, variable annuity contract<\/span> or any contract<\/span> or agreement in relation to and in consequence of any such policy or contract<\/span>, issued by an insurance company subject to the supervision or control<\/span> of the Commission<\/span>’s Bureau of Insurance when the form of such policy or contract<\/span> has been duly filed with the Bureau as now or hereafter required by law<\/span>.\n\t\t\t\t“State<\/span>” means any state<\/span>, territory or possession<\/span> of the United States<\/span>, including the District of Columbia and Puerto Rico. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> For the purposes of Article 4 (§ 13.1-507<\/a> et seq.) of this chapter, the terms defined in this section shall not include negotiations or agreements between the issuer<\/span> and any underwriter or among underwriters; or any transaction by the pledgee of a security unless made directly or indirectly for the benefit of the issuer<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing shall be deemed to constitute part of the subject of the purchase and to have been offered and sold for value. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Every sale<\/span> or offer<\/span> of a warrant or right to purchase or subscribe to another security of the same issuer<\/span> or of another person<\/span>, and every sale<\/span> or offer<\/span>, of a security which gives the holder thereof a present or future right or privilege<\/span> to convert the security into another security of the same issuer<\/span> or of another person<\/span>, shall be deemed to include an offer<\/span> of such other security. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 13.1-501)\n\nA. When used in this chapter, unless the context otherwise requires:\n\t\t\t“Agent” means any individual who, as a director, officer,\npartner, associate, employee or sales representative of a broker-dealer or\nissuer, effects or undertakes to effect sales of securities, otherwise than on\nbehalf of (i) an issuer either offering a security exempted by subdivision 1, 2,\n3, 4, 7, 9, or 10 of subsection A of \u00a7 13.1-514 or effecting a transaction with\na “qualified purchaser” as defined by the United States Securities\nand Exchange Commission or (ii) a broker-dealer effecting in this Commonwealth\ntransactions limited to those transactions described in \u00a7 15(h)(2) of the\nSecurities Exchange Act of 1934.\n\t\t\t“Broker-dealer” means any person engaged in the business of\nselling any type of security other than an interest or unit in a condominium as\ndefined in \u00a7 55.1-2000 or cooperative housing corporation for the account of\nothers or for his own account otherwise than with or through a broker-dealer or\nagent, but does not include an issuer or an agent. A bank or trust subsidiary\nformed under Article 3 (\u00a7 6.2-1047 et seq.) of Chapter 10 of Title 6.2 shall\nnot be considered to be a broker-dealer because the bank or trust subsidiary\nformed under Article 3 (\u00a7 6.2-1047 et seq.) of Chapter 10 of Title 6.2 engages\nin any one or more of the activities specified in subparagraph (i), (ii), (iii),\n(iv), (v), (vi), (viii), (ix) or (x) of \u00a7 3(a)(4)(B) or in \u00a7 3(a)(5)(C) of the\nSecurities Exchange Act of 1934 under the conditions described in connection\nwith such laws.\n\t\t\t“Commission” means the State Corporation Commission.\n\t\t\t“Control” means the possession, directly or indirectly, of the\npower to direct or cause the direction of the management and policies of a\nperson, whether through the ownership of voting securities, by contract, or\notherwise.\n\t\t\t“Cooperative housing corporation” means a corporation in which\neach member is entitled, solely by reason of his membership in the corporation,\nto occupy for dwelling purposes a house or an apartment in a building owned or\nleased or to be owned or leased by the corporation or to purchase a dwelling\nconstructed or to be constructed by the corporation. The corporation shall not\nbe or intend to be engaged in any business or activity other than the ownership,\nleasing, management, or construction of residential properties for its members,\nexcept to the extent that such business or activity is incidental to the\nownership, leasing, management, or construction of residential properties. The\nsecurities of the corporation shall be issued only in connection with the sale\nor lease of dwelling units to persons who are or thereupon become members of the\ncorporation and shall be transferable by the purchasers only in connection with\nthe transfer of such dwelling units or leases to other persons who are or\nthereupon become members.\n\t\t\t“Federal covered advisor” means any person who is registered or\nrequired to be registered under \u00a7 203 of the Investment Advisers Act of 1940 as\nan “investment adviser.”\n\t\t\t“Federal covered security” means any security described as a\n“covered security” in \u00a7 18 of the Securities Act of 1933.\n\t\t\t“Guaranteed” means guaranteed as to payment of principal,\ninterest or dividends.\n\t\t\t“Investment advisor” means any person who, for compensation,\nengages in the business of advising others, either directly or through\npublications or writings, as to the value of securities or as to the\nadvisability of investing in, purchasing, or selling securities, or who, for\ncompensation and as part of a regular business, issues or promulgates analyses\nor reports concerning securities. Investment advisor also includes financial\nplanners and other persons who, as an integral component of other financially\nrelated services, provide the foregoing investment advisory services to others\nfor compensation and as a part of a business or who hold themselves out as\nproviding the foregoing investment advisory services to others for compensation.\n“Investment advisor” does not include (i) an investment advisor\nrepresentative; (ii) a bank, a bank holding company as defined in the Bank\nHolding Company Act of 1956 which is not an investment company, a trust\nsubsidiary organized under Article 3 (\u00a7 6.2-1047 et seq.) of Chapter 10 of\nTitle 6.2, a savings institution, a credit union, or a trust company; (iii) a\nlawyer, accountant, engineer, or teacher whose performance of these services is\nsolely incidental to the practice of his profession; (iv) a broker-dealer or his\nagent whose performance of these services is solely incidental to the conduct of\nhis business as a broker-dealer and who receives no special compensation for\nthem; (v) a publisher of any newspaper, news column, newsletter, news magazine,\nor business or financial publication or service, whether communicated in hard\ncopy form, or by electronic means, or otherwise, that does not consist of the\nrendering of advice on the basis of the specific situation of each client; (vi)\nany person that is a federal covered advisor; or (vii) such other persons not\nwithin the intent of this definition, as the Commission may designate by rule or\ndetermine by order pursuant to \u00a7 13.1-525.\n\t\t\t“Investment advisor representative” means any partner, officer,\ndirector of, or a person occupying a similar status or performing similar\nfunctions, or other individual, except clerical or ministerial personnel, who is\nemployed by or associated with (a) an investment advisor registered or required\nto be registered under this chapter and who does any of the following: (i) makes\nany recommendations or otherwise renders advice regarding securities, (ii)\nmanages accounts or portfolios of clients, (iii) determines which\nrecommendations or advice regarding securities should be given, (iv) prepares\nreports or analyses concerning securities, (v) solicits, offers or negotiates\nfor the sale of or sells investment advisory services, or (vi) supervises\nemployees who perform any of the foregoing; or (b) a federal covered advisor,\nsubject to the limitations of \u00a7 203 A of the Investment Advisers Act of 1940,\nas the Commission may designate by rule or order. “Investment advisor\nrepresentative” does not include such other persons employed by or\nassociated with either an investment advisor or a federal covered advisor not\nwithin the intent of this definition as the Commission may designate by rule or\ndetermine by order pursuant to \u00a7 13.1-525.\n\t\t\t“Issuer” means any person who issues or proposes to issue a\nsecurity, except that:\n\n 1. With respect to certificates of deposit, voting trust certificates or\n collateral trust certificates, and with respect to certificates of interest or\n shares in an unincorporated investment trust not having a board of directors\n or persons performing similar functions, or of the fixed, restricted\n management or unit type, the term “issuer” means the person or\n persons performing the acts and assuming the duties of manager;\n\n 2. With respect to equipment trust certificates or like securities,\n “issuer” means the person by whom the equipment is or is to be\n used;\n\n 3. With respect to oil, gas or other mineral leases, rights or royalties or\n interests therein, “issuer” means the owner of any such lease,\n right, royalty or interest (whether whole or fractional) who creates financial\n interests therein for the purpose of offering to more than five persons.\n \t\t\t\t“Nonissuer distribution” means any transaction not directly\n or indirectly for the benefit of the issuer.\n \t\t\t\t“Offer” includes every attempt or offer to dispose of, or\n solicitation of an offer to buy, a security or interest in a security for\n value.\n \t\t\t\t“Person” means an individual, a partnership, a corporation,\n an unincorporated association, a government, a subdivision of a government, or\n a trust in which the interests of the beneficiaries are evidenced by\n securities.\n \t\t\t\t“Sale” or “sell” includes every contract of sale\n of, contract to sell, or disposition of, a security or interest in a security\n for value.\n \t\t\t\t“Securities Act of 1933,” “Securities Exchange Act of\n 1934,” “Bank Holding Company Act of 1956,” “Investment\n Advisers Act of 1940,” and “Investment Company Act of 1940″ \n mean the federal statutes of those names as now or hereafter amended.\n \t\t\t\t“Security” means any note; stock; treasury stock; bond;\n debenture; evidence of indebtedness; certificate of interest or participation\n in any profit-sharing agreement; collateral trust certificate; preorganization\n certificate of subscription; transferable share; investment contract;\n voting-trust certificate; certificate of deposit for a security; oil, gas or\n other mineral lease, right or royalty, or any interest therein; or, in\n general, any interest or instrument commonly known as a\n “security,” or any certificate of interest or participation in,\n temporary or interim certificate for, guarantee of, or warrant or right to\n subscribe to or purchase, any of the foregoing. However, this definition shall\n not apply to any insurance policy, endowment policy, annuity contract,\n variable annuity contract or any contract or agreement in relation to and in\n consequence of any such policy or contract, issued by an insurance company\n subject to the supervision or control of the Commission’s Bureau of\n Insurance when the form of such policy or contract has been duly filed with\n the Bureau as now or hereafter required by law.\n \t\t\t\t“State” means any state, territory or possession of the\n United States, including the District of Columbia and Puerto Rico.\n\nB. For the purposes of Article 4 (§ 13.1-507 et seq.) of this chapter, the\nterms defined in this section shall not include negotiations or agreements\nbetween the issuer and any underwriter or among underwriters; or any transaction\nby the pledgee of a security unless made directly or indirectly for the benefit\nof the issuer.\n\nC. Any security given or delivered with, or as a bonus on account of, any\npurchase of securities or any other thing shall be deemed to constitute part of\nthe subject of the purchase and to have been offered and sold for value.\n\nD. Every sale or offer of a warrant or right to purchase or subscribe to another\nsecurity of the same issuer or of another person, and every sale or offer, of a\nsecurity which gives the holder thereof a present or future right or privilege\nto convert the security into another security of the same issuer or of another\nperson, shall be deemed to include an offer of such other security.\n\nHISTORY: Code 1950, \u00a7 13-106; 1956, c. 428; 1966, c. 186; 1974, cc. 409, 479;\n1975, c. 75; 1976, c. 229; 1987, c. 678; 1988, c. 536; 1990, c. 5; 1991, cc.\n223, 418; 1992, c. 19; 1997, c. 279; 1998, c. 22; 2001, c. 722.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}