{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-503.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-503.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-503.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-503.html"}],"law_id":75553,"edition_id":1,"section_id":75553,"structure_id":16034,"section_number":"13.1-503","catch_line":"Unlawful advice","history":"1956, c. 428; 1987, c. 678.","full_text":"A\n\nIt shall be unlawful for any person who receives directly or indirectly any consideration from another person primarily for advising such other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise,1\n\nTo employ any device, scheme, or artifice to defraud such other person,2\n\nTo engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon such other person,3\n\nActing as principal for his own account, knowingly to sell any security to or purchase any security from a client, or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he is acting and obtaining the consent of the client to such transaction. The prohibitions of this subdivision shall not apply to any transaction with a customer of a broker-dealer if such broker-dealer is not acting as an investment advisor in relation to such transaction, or4\n\nTo engage in dishonest or unethical practices as the Commission may define by rule.B\n\nIn the solicitation of advisory clients, it shall be unlawful for any person to make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.C\n\nExcept as may be permitted by rule or order of the Commission, it shall be unlawful for any investment advisor to enter into, extend, or renew any investment advisory contract unless it provides in writing:1\n\nThat the investment advisor shall not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the client;2\n\nThat no assignment of the contract may be made by the investment advisor without the consent of the other party to the contract; and3\n\nThat the investment advisor, if a partnership, shall notify the other party to the contract of any change in the membership of the partnership within a reasonable time after the change.D\n\nSubdivision 1 of subsection C of this section shall not prohibit an investment advisory contract which provides for compensation based upon the total value of a fund averaged over a definite period, or as of definite dates or taken as of a definite date.E\n\n“Assignment” as used in subdivision 2 of subsection C of this section includes any direct or indirect transfer or hypothecation of an investment advisory contract by the assignor or of a controlling block of the assignor’s outstanding voting securities by a security holder of the assignor. If the investment advisory is a partnership, no assignment of an investment advisory contract is considered to result from the death of withdrawal of a minority of the members of the investment advisor having only a minority interest in the business of the investment advisor, or from the admission to the investment advisor of one or more members who, after admission, will be only a minority of the members and will have only a minority interest in the business.F\n\nThe Commission may by rule or order adopt exemptions from subdivision 3 of subsection A and subdivisions 1, 2 and 3 of subsection C of this section where such exemptions are consistent with the public interest and within the purposes fairly intended by the policy and provisions of this chapter.","order_by":null,"text":{"0":{"id":271413,"text":"It shall be unlawful for any person who receives directly or indirectly any consideration from another person primarily for advising such other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise,","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":271414,"text":"To employ any device, scheme, or artifice to defraud such other person,","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":271415,"text":"To engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon such other person,","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":271416,"text":"Acting as principal for his own account, knowingly to sell any security to or purchase any security from a client, or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he is acting and obtaining the consent of the client to such transaction. The prohibitions of this subdivision shall not apply to any transaction with a customer of a broker-dealer if such broker-dealer is not acting as an investment advisor in relation to such transaction, or","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":271417,"text":"To engage in dishonest or unethical practices as the Commission may define by rule.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"B"},"5":{"id":271418,"text":"In the solicitation of advisory clients, it shall be unlawful for any person to make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A4","next_prefix":"C"},"6":{"id":271419,"text":"Except as may be permitted by rule or order of the Commission, it shall be unlawful for any investment advisor to enter into, extend, or renew any investment advisory contract unless it provides in writing:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"7":{"id":271420,"text":"That the investment advisor shall not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the client;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"8":{"id":271421,"text":"That no assignment of the contract may be made by the investment advisor without the consent of the other party to the contract; and","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"9":{"id":271422,"text":"That the investment advisor, if a partnership, shall notify the other party to the contract of any change in the membership of the partnership within a reasonable time after the change.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"D"},"10":{"id":271423,"text":"Subdivision 1 of subsection C of this section shall not prohibit an investment advisory contract which provides for compensation based upon the total value of a fund averaged over a definite period, or as of definite dates or taken as of a definite date.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C3","next_prefix":"E"},"11":{"id":271424,"text":"“Assignment” as used in subdivision 2 of subsection C of this section includes any direct or indirect transfer or hypothecation of an investment advisory contract by the assignor or of a controlling block of the assignor’s outstanding voting securities by a security holder of the assignor. If the investment advisory is a partnership, no assignment of an investment advisory contract is considered to result from the death of withdrawal of a minority of the members of the investment advisor having only a minority interest in the business of the investment advisor, or from the admission to the investment advisor of one or more members who, after admission, will be only a minority of the members and will have only a minority interest in the business.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"12":{"id":271425,"text":"The Commission may by rule or order adopt exemptions from subdivision 3 of subsection A and subdivisions 1, 2 and 3 of subsection C of this section where such exemptions are consistent with the public interest and within the purposes fairly intended by the policy and provisions of this chapter.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"ancestry":[{"id":16034,"edition_id":1,"name":"Unlawful Practices","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":13119,"metadata":{},"date_created":"2026-06-26 04:04:20","date_modified":"2026-06-26 04:04:20","permalink":{"id":149811,"object_type":"structure","relational_id":16034,"identifier":"2","token":"13.1\/5\/2","url":"\/13.1\/5\/2\/","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":62839,"structure_id":16034,"section_number":"13.1-502","catch_line":"Unlawful offers and sales","url":"\/13.1-502\/","token":"13.1\/5\/2\/13.1-502","metadata":false},{"id":75553,"structure_id":16034,"section_number":"13.1-503","catch_line":"Unlawful advice","url":"\/13.1-503\/","token":"13.1\/5\/2\/13.1-503","metadata":false}],"previous_section":{"id":62839,"structure_id":16034,"section_number":"13.1-502","catch_line":"Unlawful offers and sales","url":"\/13.1-502\/","token":"13.1\/5\/2\/13.1-502","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-503\/","history_text":"

This law was first created in 1956. The record of its establishment is cataloged in chapter 428 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1956 \u201cActs\u201d aren\u2019t available online. It has been modified 1 time. 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. That modification is as follows: in 1987, chapter 678.<\/p>","references":[{"id":64194,"section_number":"13.1-522","catch_line":"Civil liabilities","order_by":null,"url":"\/13.1-522\/"}],"refers_to":false,"permalink":{"id":149817,"object_type":"law","relational_id":75553,"identifier":"13.1-503","token":"13.1\/5\/2\/13.1-503","url":"\/13.1-503\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-503\/","token":"13.1\/5\/2\/13.1-503","dublin_core":{"Title":"Unlawful advice","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-503","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> It shall be unlawful for any person who receives directly or indirectly any consideration from another person primarily for advising such other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise, <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> To employ any device, scheme, or artifice to defraud such other person, <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> To engage in any transaction, practice, or course of business which operates or would operate as a fraud<\/span> or deceit upon such other person, <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Acting as principal for his own account, knowingly to sell any security to or purchase any security from a client, or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he is acting and obtaining the consent of the client to such transaction. The prohibitions of this subdivision shall not apply to any transaction with a customer of a broker-dealer if such broker-dealer is not acting as an investment advisor in relation to such transaction, or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> To engage in dishonest or unethical practices as the Commission may define by rule. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> In the solicitation of advisory clients, it shall be unlawful for any person to make any untrue statement of a material<\/span> fact<\/span>, or omit to state a material<\/span> fact<\/span> necessary in order<\/span> to make the statements made, in light of the circumstances under which they were made, not misleading. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Except as may be permitted by rule or order<\/span> of the Commission, it shall be unlawful for any investment advisor to enter into, extend, or renew any investment advisory contract<\/span> unless it provides in writing: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> That the investment advisor shall not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the client; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> That no assignment<\/span> of the contract<\/span> may be made by the investment advisor without the consent of the other party<\/span> to the contract<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> That the investment advisor, if a partnership, shall notify the other party<\/span> to the contract<\/span> of any change in the membership of the partnership within a reasonable time after the change. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Subdivision 1 of subsection C of this section shall not prohibit an investment advisory contract<\/span> which provides for compensation based upon the total value of a fund averaged over a definite period, or as of definite dates or taken as of a definite date. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> “Assignment<\/span>” as used in subdivision 2 of subsection C of this section includes any direct or indirect transfer or hypothecation of an investment advisory contract<\/span> by the assignor or of a controlling block of the assignor’s outstanding voting securities by a security holder of the assignor. If the investment advisory is a partnership, no assignment<\/span> of an investment advisory contract<\/span> is considered to result from the death of withdrawal of a minority of the members of the investment advisor having only a minority interest in the business of the investment advisor, or from the admission to the investment advisor of one or more members who, after admission, will be only a minority of the members and will have only a minority interest in the business. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> The Commission may by rule or order<\/span> adopt exemptions from subdivision 3 of subsection A and subdivisions 1, 2 and 3 of subsection C of this section where such exemptions are consistent with the public interest and within the purposes fairly intended by the policy and provisions of this chapter. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nUNLAWFUL ADVICE (\u00a7 13.1-503)\n\nA. It shall be unlawful for any person who receives directly or indirectly any\nconsideration from another person primarily for advising such other person as to\nthe value of securities or their purchase or sale, whether through the issuance\nof analyses or reports or otherwise,\n\n 1. To employ any device, scheme, or artifice to defraud such other person,\n\n 2. To engage in any transaction, practice, or course of business which\n operates or would operate as a fraud or deceit upon such other person,\n\n 3. Acting as principal for his own account, knowingly to sell any security to\n or purchase any security from a client, or acting as broker for a person other\n than such client, knowingly to effect any sale or purchase of any security for\n the account of such client, without disclosing to such client in writing\n before the completion of such transaction the capacity in which he is acting\n and obtaining the consent of the client to such transaction. The prohibitions\n of this subdivision shall not apply to any transaction with a customer of a\n broker-dealer if such broker-dealer is not acting as an investment advisor in\n relation to such transaction, or\n\n 4. To engage in dishonest or unethical practices as the Commission may define\n by rule.\n\nB. In the solicitation of advisory clients, it shall be unlawful for any person\nto make any untrue statement of a material fact, or omit to state a material\nfact necessary in order to make the statements made, in light of the\ncircumstances under which they were made, not misleading.\n\nC. Except as may be permitted by rule or order of the Commission, it shall be\nunlawful for any investment advisor to enter into, extend, or renew any\ninvestment advisory contract unless it provides in writing:\n\n 1. That the investment advisor shall not be compensated on the basis of a\n share of capital gains upon or capital appreciation of the funds or any\n portion of the funds of the client;\n\n 2. That no assignment of the contract may be made by the investment advisor\n without the consent of the other party to the contract; and\n\n 3. That the investment advisor, if a partnership, shall notify the other party\n to the contract of any change in the membership of the partnership within a\n reasonable time after the change.\n\nD. Subdivision 1 of subsection C of this section shall not prohibit an\ninvestment advisory contract which provides for compensation based upon the\ntotal value of a fund averaged over a definite period, or as of definite dates\nor taken as of a definite date.\n\nE. “Assignment” as used in subdivision 2 of subsection C of this\nsection includes any direct or indirect transfer or hypothecation of an\ninvestment advisory contract by the assignor or of a controlling block of the\nassignor’s outstanding voting securities by a security holder of the\nassignor. If the investment advisory is a partnership, no assignment of an\ninvestment advisory contract is considered to result from the death of\nwithdrawal of a minority of the members of the investment advisor having only a\nminority interest in the business of the investment advisor, or from the\nadmission to the investment advisor of one or more members who, after admission,\nwill be only a minority of the members and will have only a minority interest in\nthe business.\n\nF. The Commission may by rule or order adopt exemptions from subdivision 3 of\nsubsection A and subdivisions 1, 2 and 3 of subsection C of this section where\nsuch exemptions are consistent with the public interest and within the purposes\nfairly intended by the policy and provisions of this chapter.\n\nHISTORY: 1956, c. 428; 1987, c. 678.","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}}