{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-522.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-522.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-522.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-522.html"}],"law_id":64194,"edition_id":1,"section_id":64194,"structure_id":13759,"section_number":"13.1-522","catch_line":"Civil liabilities","history":"Code 1950, \u00a7 13-150; 1956, c. 428; 1987, c. 678; 1997, c. 279.","full_text":"A\n\nAny person who: (i) sells a security in violation of §§ 13.1-502, 13.1-504 A, 13.1-507 (i) or (ii), 13.1-510 (e) or (f), or (ii) sells a security by means of an untrue statement of a material fact or any omission to state a material fact necessary in order to make the statement made, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission), and who shall not sustain the burden of proof that he did not know, and in the exercise of reasonable care could not have known, of such untruth or omission, shall be liable to the person purchasing such security from him who may sue either at law or in equity to recover the consideration paid for such security, together with interest thereon at the annual rate of six percent, costs, and reasonable attorneys’ fees, less the amount of any income received on the security, upon the tender of such security, or for the substantial equivalent in damages if he no longer owns the security.B\n\nAny person who (i) engages in the business of advising others, for compensation, 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 a part of a regular business, issues or promulgates analyses or reports concerning securities in willful and material violation of § 13.1-503, subsection A of § 13.1-504, or of any rule or order under § 13.1-505.1, or (ii) receives, directly or indirectly, any consideration from another person for advice as to the value of securities or their purchase or sale, whether through the issuance of analyses, reports or otherwise and employs any device, scheme, or artifice to defraud such other person or engages in any act, practice or course of business which operates or would operate as a fraud or deceit on such other person, shall be liable to that person who may sue either at law or in equity to recover the consideration paid for such advice and any loss due to such advice, together with interest thereon at the annual rate of six percent from the date of payment of the consideration plus costs and reasonable attorney’s fees, less the amount of any income received from such advice and any other economic advantage.C\n\nEvery person who directly or indirectly controls a person liable under subsection A or B of this section, including every partner, officer, or director of such a person, every person occupying a similar status or performing similar functions, every employee of such a person who materially aids in the conduct giving rise to the liability, and every broker-dealer, investment advisor, investment advisor representative or agent who materially aids in such conduct shall be liable jointly and severally with and to the same extent as such person, unless able to sustain the burden of proof that he did not know, and in the exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There shall be contribution as in cases of contract among the several persons so liable.D\n\nNo suit shall be maintained to enforce any liability created under this section unless brought within two years after the transaction upon which it is based; provided, that, if any person liable by reason of subsection A, B or C of this section makes a written offer, before suit is brought, to refund the consideration paid and any loss due to any investment advice provided by such person, together with interest thereon at the annual rate of six percent, less the amount of any income received on the security or resulting from such advice, or to pay damages if the purchaser no longer owns the security, no purchaser or user of the investment advisory service shall maintain a suit under this section who has refused or failed to accept such offer within thirty days of its receipt.E\n\nAny tender specified in this section may be made at any time before entry of judgment.F\n\nAny condition, stipulation or provision binding any person acquiring any security or receiving any investment advice to waive compliance with any provision of this chapter or of any rule or order thereunder shall be void.G\n\nThe rights and remedies provided by this chapter shall be in addition to any and all other rights and remedies that may exist at law or in equity.","order_by":null,"text":{"0":{"id":233709,"text":"Any person who: (i) sells a security in violation of §§ 13.1-502, 13.1-504 A, 13.1-507 (i) or (ii), 13.1-510 (e) or (f), or (ii) sells a security by means of an untrue statement of a material fact or any omission to state a material fact necessary in order to make the statement made, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission), and who shall not sustain the burden of proof that he did not know, and in the exercise of reasonable care could not have known, of such untruth or omission, shall be liable to the person purchasing such security from him who may sue either at law or in equity to recover the consideration paid for such security, together with interest thereon at the annual rate of six percent, costs, and reasonable attorneys’ fees, less the amount of any income received on the security, upon the tender of such security, or for the substantial equivalent in damages if he no longer owns the security.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":233710,"text":"Any person who (i) engages in the business of advising others, for compensation, 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 a part of a regular business, issues or promulgates analyses or reports concerning securities in willful and material violation of § 13.1-503, subsection A of § 13.1-504, or of any rule or order under § 13.1-505.1, or (ii) receives, directly or indirectly, any consideration from another person for advice as to the value of securities or their purchase or sale, whether through the issuance of analyses, reports or otherwise and employs any device, scheme, or artifice to defraud such other person or engages in any act, practice or course of business which operates or would operate as a fraud or deceit on such other person, shall be liable to that person who may sue either at law or in equity to recover the consideration paid for such advice and any loss due to such advice, together with interest thereon at the annual rate of six percent from the date of payment of the consideration plus costs and reasonable attorney’s fees, less the amount of any income received from such advice and any other economic advantage.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":233711,"text":"Every person who directly or indirectly controls a person liable under subsection A or B of this section, including every partner, officer, or director of such a person, every person occupying a similar status or performing similar functions, every employee of such a person who materially aids in the conduct giving rise to the liability, and every broker-dealer, investment advisor, investment advisor representative or agent who materially aids in such conduct shall be liable jointly and severally with and to the same extent as such person, unless able to sustain the burden of proof that he did not know, and in the exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There shall be contribution as in cases of contract among the several persons so liable.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":233712,"text":"No suit shall be maintained to enforce any liability created under this section unless brought within two years after the transaction upon which it is based; provided, that, if any person liable by reason of subsection A, B or C of this section makes a written offer, before suit is brought, to refund the consideration paid and any loss due to any investment advice provided by such person, together with interest thereon at the annual rate of six percent, less the amount of any income received on the security or resulting from such advice, or to pay damages if the purchaser no longer owns the security, no purchaser or user of the investment advisory service shall maintain a suit under this section who has refused or failed to accept such offer within thirty days of its receipt.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":233713,"text":"Any tender specified in this section may be made at any time before entry of judgment.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":233714,"text":"Any condition, stipulation or provision binding any person acquiring any security or receiving any investment advice to waive compliance with any provision of this chapter or of any rule or order thereunder shall be void.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"6":{"id":233715,"text":"The rights and remedies provided by this chapter shall be in addition to any and all other rights and remedies that may exist at law or in equity.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F"}},"ancestry":[{"id":13759,"edition_id":1,"name":"Miscellaneous","identifier":"5","label":"article","depth":3,"order_by":1,"parent_id":13119,"metadata":{},"date_created":"2026-06-26 03:45:48","date_modified":"2026-06-26 03:45:48","permalink":{"id":149877,"object_type":"structure","relational_id":13759,"identifier":"5","token":"13.1\/5\/5","url":"\/13.1\/5\/5\/","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":81002,"structure_id":13759,"section_number":"13.1-514","catch_line":"Exemptions","url":"\/13.1-514\/","token":"13.1\/5\/5\/13.1-514","metadata":false},{"id":74119,"structure_id":13759,"section_number":"13.1-514.1","catch_line":"Exemption of certain securities by order of Commission","url":"\/13.1-514.1\/","token":"13.1\/5\/5\/13.1-514.1","metadata":false},{"id":60065,"structure_id":13759,"section_number":"13.1-514.2","catch_line":"Primacy of Virginia law to be maintained","url":"\/13.1-514.2\/","token":"13.1\/5\/5\/13.1-514.2","metadata":false},{"id":78083,"structure_id":13759,"section_number":"13.1-515","catch_line":"Advertising","url":"\/13.1-515\/","token":"13.1\/5\/5\/13.1-515","metadata":false},{"id":81574,"structure_id":13759,"section_number":"13.1-516","catch_line":"Misleading filings","url":"\/13.1-516\/","token":"13.1\/5\/5\/13.1-516","metadata":false},{"id":76608,"structure_id":13759,"section_number":"13.1-517","catch_line":"Consent to service of process","url":"\/13.1-517\/","token":"13.1\/5\/5\/13.1-517","metadata":false},{"id":75747,"structure_id":13759,"section_number":"13.1-518","catch_line":"Investigations; confidentiality of information and documents","url":"\/13.1-518\/","token":"13.1\/5\/5\/13.1-518","metadata":false},{"id":64404,"structure_id":13759,"section_number":"13.1-518.1","catch_line":"Broker-dealers and investment advisors to file certain reports with Commission","url":"\/13.1-518.1\/","token":"13.1\/5\/5\/13.1-518.1","metadata":false},{"id":87282,"structure_id":13759,"section_number":"13.1-519","catch_line":"Injunctions","url":"\/13.1-519\/","token":"13.1\/5\/5\/13.1-519","metadata":false},{"id":69562,"structure_id":13759,"section_number":"13.1-520","catch_line":"Crimes","url":"\/13.1-520\/","token":"13.1\/5\/5\/13.1-520","metadata":false},{"id":62010,"structure_id":13759,"section_number":"13.1-520.1","catch_line":"Commission may transmit record or complaint to locality where violation occurred","url":"\/13.1-520.1\/","token":"13.1\/5\/5\/13.1-520.1","metadata":false},{"id":71026,"structure_id":13759,"section_number":"13.1-521","catch_line":"Violations punishable by the Commission","url":"\/13.1-521\/","token":"13.1\/5\/5\/13.1-521","metadata":false},{"id":64194,"structure_id":13759,"section_number":"13.1-522","catch_line":"Civil liabilities","url":"\/13.1-522\/","token":"13.1\/5\/5\/13.1-522","metadata":false},{"id":65333,"structure_id":13759,"section_number":"13.1-523","catch_line":"Rules and forms","url":"\/13.1-523\/","token":"13.1\/5\/5\/13.1-523","metadata":false},{"id":69342,"structure_id":13759,"section_number":"13.1-523.1","catch_line":"Commission authority to regulate securities and investment advisory activities","url":"\/13.1-523.1\/","token":"13.1\/5\/5\/13.1-523.1","metadata":false},{"id":85546,"structure_id":13759,"section_number":"13.1-524","catch_line":"Certain records of Commission available to public; admissibility of copies; destruction","url":"\/13.1-524\/","token":"13.1\/5\/5\/13.1-524","metadata":false},{"id":81978,"structure_id":13759,"section_number":"13.1-525","catch_line":"Official interpretations","url":"\/13.1-525\/","token":"13.1\/5\/5\/13.1-525","metadata":false},{"id":86458,"structure_id":13759,"section_number":"13.1-525.1","catch_line":"Fees to cover expense of regulation","url":"\/13.1-525.1\/","token":"13.1\/5\/5\/13.1-525.1","metadata":false},{"id":69698,"structure_id":13759,"section_number":"13.1-526","catch_line":"Transition","url":"\/13.1-526\/","token":"13.1\/5\/5\/13.1-526","metadata":false},{"id":82428,"structure_id":13759,"section_number":"13.1-527","catch_line":"Short title","url":"\/13.1-527\/","token":"13.1\/5\/5\/13.1-527","metadata":false},{"id":54768,"structure_id":13759,"section_number":"13.1-527.01","catch_line":"Repealed","url":"\/13.1-527.01\/","token":"13.1\/5\/5\/13.1-527.01","metadata":false}],"previous_section":{"id":71026,"structure_id":13759,"section_number":"13.1-521","catch_line":"Violations punishable by the Commission","url":"\/13.1-521\/","token":"13.1\/5\/5\/13.1-521","metadata":false},"next_section":{"id":65333,"structure_id":13759,"section_number":"13.1-523","catch_line":"Rules and forms","url":"\/13.1-523\/","token":"13.1\/5\/5\/13.1-523","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-522\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 3 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 1987, chapter 678; in 1997, chapter 279<\/a>.<\/p>","references":false,"refers_to":[{"id":62839,"section_number":"13.1-502","catch_line":"Unlawful offers and sales","order_by":null,"url":"\/13.1-502\/"},{"id":75553,"section_number":"13.1-503","catch_line":"Unlawful advice","order_by":null,"url":"\/13.1-503\/"},{"id":77849,"section_number":"13.1-504","catch_line":"Registration","order_by":null,"url":"\/13.1-504\/"},{"id":81968,"section_number":"13.1-505.1","catch_line":"Post-registration provisions","order_by":null,"url":"\/13.1-505.1\/"},{"id":64075,"section_number":"13.1-507","catch_line":"Registration requirement; exemptions","order_by":null,"url":"\/13.1-507\/"},{"id":60520,"section_number":"13.1-510","catch_line":"Registration by qualification","order_by":null,"url":"\/13.1-510\/"}],"permalink":{"id":149927,"object_type":"law","relational_id":64194,"identifier":"13.1-522","token":"13.1\/5\/5\/13.1-522","url":"\/13.1-522\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-522\/","token":"13.1\/5\/5\/13.1-522","dublin_core":{"Title":"Civil liabilities","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-522","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Any person who: (i) sells a security in violation of §§ 13.1-502<\/a>, 13.1-504<\/a> A, 13.1-507<\/a> (i) or (ii), 13.1-510<\/a> (e) or (f), or (ii) sells a security by means of an untrue statement of a material<\/span> fact<\/span> or any omission to state a material<\/span> fact<\/span> necessary in order<\/span> to make the statement made, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission), and who shall not sustain<\/span> the burden of proof<\/span> that he did not know, and in the exercise of reasonable care could not have known, of such untruth or omission, shall be liable to the person purchasing such security from him who may sue either at law<\/span> or in equity<\/span> to recover the consideration paid for such security, together with interest thereon at the annual rate of six percent, costs, and reasonable attorneys’ fees, less the amount of any income received on the security, upon the tender of such security, or for the substantial equivalent in damages<\/span> if he no longer owns the security. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Any person who (i) engages in the business of advising others, for compensation, 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 a part of a regular business, issues<\/span> or promulgates analyses or reports concerning securities in willful and material<\/span> violation of § 13.1-503<\/a>, subsection A of § 13.1-504<\/a>, or of any rule or order<\/span> under § 13.1-505.1<\/a>, or (ii) receives, directly or indirectly, any consideration from another person for advice as to the value of securities or their purchase or sale, whether through the issuance of analyses, reports or otherwise and employs any device, scheme, or artifice to defraud such other person or engages in any act, practice or course of business which operates or would operate as a fraud<\/span> or deceit on such other person, shall be liable to that person who may sue either at law<\/span> or in equity<\/span> to recover the consideration paid for such advice and any loss due to such advice, together with interest thereon at the annual rate of six percent from the date of payment of the consideration plus costs and reasonable attorney’s fees, less the amount of any income received from such advice and any other economic advantage. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Every person who directly or indirectly controls a person liable under subsection A or B of this section, including every partner, officer, or director of such a person, every person occupying a similar status or performing similar functions, every employee of such a person who materially aids in the conduct giving rise to the liability, and every broker-dealer, investment advisor, investment advisor representative or agent who materially aids in such conduct shall be liable jointly and severally with and to the same extent as such person, unless able to sustain<\/span> the burden of proof<\/span> that he did not know, and in the exercise of reasonable care could not have known, of the existence of the facts<\/span> by reason of which the liability is alleged to exist. There shall be contribution as in cases of contract<\/span> among the several persons so liable. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> No suit shall be maintained to enforce any liability created under this section unless brought within two years after the transaction upon which it is based; provided, that, if any person liable by reason of subsection A, B or C of this section makes a written offer, before suit is brought, to refund the consideration paid and any loss due to any investment advice provided by such person, together with interest thereon at the annual rate of six percent, less the amount of any income received on the security or resulting from such advice, or to pay damages<\/span> if the purchaser no longer owns the security, no purchaser or user of the investment advisory service shall maintain a suit under this section who has refused or failed to accept such offer within thirty days of its receipt. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Any tender specified in this section may be made at any time before entry of judgment<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Any condition, stipulation<\/span> or provision binding any person acquiring any security or receiving any investment advice to waive<\/span> compliance with any provision of this chapter or of any rule or order<\/span> thereunder shall be void. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> The rights and remedies provided by this chapter shall be in addition to any and all other rights and remedies that may exist at law<\/span> or in equity<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCIVIL LIABILITIES (\u00a7 13.1-522)\n\nA. Any person who: (i) sells a security in violation of §§ 13.1-502,\n13.1-504 A, 13.1-507 (i) or (ii), 13.1-510 (e) or (f), or (ii) sells a security\nby means of an untrue statement of a material fact or any omission to state a\nmaterial fact necessary in order to make the statement made, in the light of the\ncircumstances under which they were made, not misleading (the purchaser not\nknowing of such untruth or omission), and who shall not sustain the burden of\nproof that he did not know, and in the exercise of reasonable care could not\nhave known, of such untruth or omission, shall be liable to the person\npurchasing such security from him who may sue either at law or in equity to\nrecover the consideration paid for such security, together with interest thereon\nat the annual rate of six percent, costs, and reasonable attorneys’ fees,\nless the amount of any income received on the security, upon the tender of such\nsecurity, or for the substantial equivalent in damages if he no longer owns the\nsecurity.\n\nB. Any person who (i) engages in the business of advising others, for\ncompensation, either directly or through publications or writings, as to the\nvalue of securities or as to the advisability of investing in, purchasing, or\nselling securities, or who, for compensation and as a part of a regular\nbusiness, issues or promulgates analyses or reports concerning securities in\nwillful and material violation of § 13.1-503, subsection A of §\n13.1-504, or of any rule or order under § 13.1-505.1, or (ii) receives,\ndirectly or indirectly, any consideration from another person for advice as to\nthe value of securities or their purchase or sale, whether through the issuance\nof analyses, reports or otherwise and employs any device, scheme, or artifice to\ndefraud such other person or engages in any act, practice or course of business\nwhich operates or would operate as a fraud or deceit on such other person, shall\nbe liable to that person who may sue either at law or in equity to recover the\nconsideration paid for such advice and any loss due to such advice, together\nwith interest thereon at the annual rate of six percent from the date of payment\nof the consideration plus costs and reasonable attorney’s fees, less the\namount of any income received from such advice and any other economic advantage.\n\nC. Every person who directly or indirectly controls a person liable under\nsubsection A or B of this section, including every partner, officer, or director\nof such a person, every person occupying a similar status or performing similar\nfunctions, every employee of such a person who materially aids in the conduct\ngiving rise to the liability, and every broker-dealer, investment advisor,\ninvestment advisor representative or agent who materially aids in such conduct\nshall be liable jointly and severally with and to the same extent as such\nperson, unless able to sustain the burden of proof that he did not know, and in\nthe exercise of reasonable care could not have known, of the existence of the\nfacts by reason of which the liability is alleged to exist. There shall be\ncontribution as in cases of contract among the several persons so liable.\n\nD. No suit shall be maintained to enforce any liability created under this\nsection unless brought within two years after the transaction upon which it is\nbased; provided, that, if any person liable by reason of subsection A, B or C of\nthis section makes a written offer, before suit is brought, to refund the\nconsideration paid and any loss due to any investment advice provided by such\nperson, together with interest thereon at the annual rate of six percent, less\nthe amount of any income received on the security or resulting from such advice,\nor to pay damages if the purchaser no longer owns the security, no purchaser or\nuser of the investment advisory service shall maintain a suit under this section\nwho has refused or failed to accept such offer within thirty days of its\nreceipt.\n\nE. Any tender specified in this section may be made at any time before entry of\njudgment.\n\nF. Any condition, stipulation or provision binding any person acquiring any\nsecurity or receiving any investment advice to waive compliance with any\nprovision of this chapter or of any rule or order thereunder shall be void.\n\nG. The rights and remedies provided by this chapter shall be in addition to any\nand all other rights and remedies that may exist at law or in equity.\n\nHISTORY: Code 1950, \u00a7 13-150; 1956, c. 428; 1987, c. 678; 1997, c. 279.","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}}