{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.8A-103.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.8A-103.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.8A-103.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.8A-103.html"}],"law_id":67422,"edition_id":1,"section_id":67422,"structure_id":13565,"section_number":"8.8A-103","catch_line":"Rules for determining whether certain obligations and interests are securities or financial assets","history":"1996, c. 216; 2000, c. 1007; 2004, c. 200; 2024, c. 652.","full_text":"a\n\nA share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security.b\n\nAn “investment company security” is a security. “Investment company security” means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, or a face-amount certificate issued by a face-amount certificate company that is so registered. Investment company security does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.c\n\nAn interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this title, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.d\n\nA writing that is a security certificate is governed by this title and not by Title 8.3A, even though it also meets the requirements of that title. However, a negotiable instrument governed by Title 8.3A is a financial asset if it is held in a securities account.e\n\nAn option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.f\n\nA commodity contract, as defined in subdivision (a) (15) of § 8.9A-102, is not a security or a financial asset.g\n\nA document of title is not a financial asset unless subdivision (a) (9) (iii) of § 8.8A-102 applies.h\n\nA controllable account, controllable electronic record, or controllable payment intangible is not a financial asset unless subdivision (a)(9)(iii) of § 8.8A-102 applies.","order_by":null,"text":{"0":{"id":244275,"text":"A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":244276,"text":"An “investment company security” is a security. “Investment company security” means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, or a face-amount certificate issued by a face-amount certificate company that is so registered. Investment company security does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"c"},"2":{"id":244277,"text":"An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this title, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"d"},"3":{"id":244278,"text":"A writing that is a security certificate is governed by this title and not by Title 8.3A, even though it also meets the requirements of that title. However, a negotiable instrument governed by Title 8.3A is a financial asset if it is held in a securities account.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c","next_prefix":"e"},"4":{"id":244279,"text":"An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d","next_prefix":"f"},"5":{"id":244280,"text":"A commodity contract, as defined in subdivision (a) (15) of § 8.9A-102, is not a security or a financial asset.","type":"section","prefixes":["f"],"prefix":"f","entire_prefix":"f","prefix_anchor":"f","level":1,"prior_prefix":"e","next_prefix":"g"},"6":{"id":244281,"text":"A document of title is not a financial asset unless subdivision (a) (9) (iii) of § 8.8A-102 applies.","type":"section","prefixes":["g"],"prefix":"g","entire_prefix":"g","prefix_anchor":"g","level":1,"prior_prefix":"f","next_prefix":"h"},"7":{"id":244282,"text":"A controllable account, controllable electronic record, or controllable payment intangible is not a financial asset unless subdivision (a)(9)(iii) of § 8.8A-102 applies.","type":"section","prefixes":["h"],"prefix":"h","entire_prefix":"h","prefix_anchor":"h","level":1,"prior_prefix":"g"}},"ancestry":[{"id":13565,"edition_id":1,"name":"Short Title and General Matters","identifier":"1","label":"part","depth":2,"order_by":1,"parent_id":13421,"metadata":{},"date_created":"2026-06-26 03:45:16","date_modified":"2026-06-26 03:45:16","permalink":{"id":283613,"object_type":"structure","relational_id":13565,"identifier":"1","token":"8.8A\/1","url":"\/8.8A\/1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13421,"edition_id":1,"name":"Commercial Code \u2014 Investment Securities","identifier":"8.8A","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:52","date_modified":"2026-06-26 03:44:52","permalink":{"id":283611,"object_type":"structure","relational_id":13421,"identifier":"8.8A","token":"8.8A","url":"\/8.8A\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":75292,"structure_id":13565,"section_number":"8.8A-101","catch_line":"Short title","url":"\/8.8A-101\/","token":"8.8A\/1\/8.8A-101","metadata":false},{"id":69812,"structure_id":13565,"section_number":"8.8A-102","catch_line":"Definitions","url":"\/8.8A-102\/","token":"8.8A\/1\/8.8A-102","metadata":false},{"id":67422,"structure_id":13565,"section_number":"8.8A-103","catch_line":"Rules for determining whether certain obligations and interests are securities or financial assets","url":"\/8.8A-103\/","token":"8.8A\/1\/8.8A-103","metadata":false},{"id":62182,"structure_id":13565,"section_number":"8.8A-104","catch_line":"Acquisition of security or financial asset or interest therein","url":"\/8.8A-104\/","token":"8.8A\/1\/8.8A-104","metadata":false},{"id":86946,"structure_id":13565,"section_number":"8.8A-105","catch_line":"Notice of adverse claim","url":"\/8.8A-105\/","token":"8.8A\/1\/8.8A-105","metadata":false},{"id":84402,"structure_id":13565,"section_number":"8.8A-106","catch_line":"Control","url":"\/8.8A-106\/","token":"8.8A\/1\/8.8A-106","metadata":false},{"id":82156,"structure_id":13565,"section_number":"8.8A-107","catch_line":"Whether endorsement, instruction or entitlement order is effective","url":"\/8.8A-107\/","token":"8.8A\/1\/8.8A-107","metadata":false},{"id":80523,"structure_id":13565,"section_number":"8.8A-108","catch_line":"Warranties in direct holding","url":"\/8.8A-108\/","token":"8.8A\/1\/8.8A-108","metadata":false},{"id":78166,"structure_id":13565,"section_number":"8.8A-109","catch_line":"Warranties in indirect holding","url":"\/8.8A-109\/","token":"8.8A\/1\/8.8A-109","metadata":false},{"id":85684,"structure_id":13565,"section_number":"8.8A-110","catch_line":"Applicability; choice of law","url":"\/8.8A-110\/","token":"8.8A\/1\/8.8A-110","metadata":false},{"id":61236,"structure_id":13565,"section_number":"8.8A-111","catch_line":"Clearing corporation rules","url":"\/8.8A-111\/","token":"8.8A\/1\/8.8A-111","metadata":false},{"id":60657,"structure_id":13565,"section_number":"8.8A-112","catch_line":"Creditor's legal process","url":"\/8.8A-112\/","token":"8.8A\/1\/8.8A-112","metadata":false},{"id":54527,"structure_id":13565,"section_number":"8.8A-113","catch_line":"Statute of frauds inapplicable","url":"\/8.8A-113\/","token":"8.8A\/1\/8.8A-113","metadata":false},{"id":59666,"structure_id":13565,"section_number":"8.8A-114","catch_line":"Evidentiary rules concerning certificated securities","url":"\/8.8A-114\/","token":"8.8A\/1\/8.8A-114","metadata":false},{"id":86183,"structure_id":13565,"section_number":"8.8A-115","catch_line":"Securities intermediary and others not liable to adverse claimant","url":"\/8.8A-115\/","token":"8.8A\/1\/8.8A-115","metadata":false},{"id":60165,"structure_id":13565,"section_number":"8.8A-116","catch_line":"Securities intermediary as purchaser for value","url":"\/8.8A-116\/","token":"8.8A\/1\/8.8A-116","metadata":false}],"previous_section":{"id":69812,"structure_id":13565,"section_number":"8.8A-102","catch_line":"Definitions","url":"\/8.8A-102\/","token":"8.8A\/1\/8.8A-102","metadata":false},"next_section":{"id":62182,"structure_id":13565,"section_number":"8.8A-104","catch_line":"Acquisition of security or financial asset or interest therein","url":"\/8.8A-104\/","token":"8.8A\/1\/8.8A-104","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.8A-103\/","history_text":"

This law was first created in 1996. The record of its establishment is cataloged in chapter 216<\/a> 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. 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 2000, chapter 1007<\/a>; in 2004, chapter 200<\/a>; in 2024, chapter 652<\/a>.<\/p>","references":[{"id":69812,"section_number":"8.8A-102","catch_line":"Definitions","order_by":null,"url":"\/8.8A-102\/"}],"refers_to":[{"id":69812,"section_number":"8.8A-102","catch_line":"Definitions","order_by":null,"url":"\/8.8A-102\/"},{"id":58431,"section_number":"8.9A-102","catch_line":"Definitions and index of definitions","order_by":null,"url":"\/8.9A-102\/"}],"permalink":{"id":283623,"object_type":"law","relational_id":67422,"identifier":"8.8A-103","token":"8.8A\/1\/8.8A-103","url":"\/8.8A-103\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.8A-103\/","token":"8.8A\/1\/8.8A-103","dublin_core":{"Title":"Rules for determining whether certain obligations and interests are securities or financial assets","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.8A-103","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> A share or similar equity<\/span> interest issued by a corporation, business trust, joint stock company, or similar entity is a security. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> An “investment company security<\/span>” is a security. “Investment company security<\/span>” means a share or similar equity<\/span> interest issued by an entity that is registered as an investment company under the federal investment company laws<\/span>, an interest in a unit investment trust that is so registered, or a face-amount certificate issued by a face-amount certificate company that is so registered. Investment company security<\/span> does not include an insurance policy or endowment policy or annuity contract<\/span> issued by an insurance company. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this title, or it is an investment company security<\/span>. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> A writing that is a security certificate is governed by this title and not by Title 8.3A, even though it also meets the requirements of that title. However, a negotiable instrument governed by Title 8.3A is a financial asset if it is held in a securities account. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

f.<\/span> A commodity contract<\/span>, as defined in subdivision (a) (15) of § 8.9A-102<\/a>, is not a security or a financial asset. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

g.<\/span> A document of title is not a financial asset unless subdivision (a) (9) (iii) of § 8.8A-102<\/a> applies. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

h.<\/span> A controllable account, controllable electronic record, or controllable payment intangible is not a financial asset unless subdivision (a)(9)(iii) of § 8.8A-102<\/a> applies. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRULES FOR DETERMINING WHETHER CERTAIN OBLIGATIONS AND INTERESTS ARE SECURITIES\nOR FINANCIAL ASSETS (\u00a7 8.8A-103)\n\na. A share or similar equity interest issued by a corporation, business trust,\njoint stock company, or similar entity is a security.\n\nb. An “investment company security” is a security. “Investment\ncompany security” means a share or similar equity interest issued by an\nentity that is registered as an investment company under the federal investment\ncompany laws, an interest in a unit investment trust that is so registered, or a\nface-amount certificate issued by a face-amount certificate company that is so\nregistered. Investment company security does not include an insurance policy or\nendowment policy or annuity contract issued by an insurance company.\n\nc. An interest in a partnership or limited liability company is not a security\nunless it is dealt in or traded on securities exchanges or in securities\nmarkets, its terms expressly provide that it is a security governed by this\ntitle, or it is an investment company security. However, an interest in a\npartnership or limited liability company is a financial asset if it is held in a\nsecurities account.\n\nd. A writing that is a security certificate is governed by this title and not by\nTitle 8.3A, even though it also meets the requirements of that title. However, a\nnegotiable instrument governed by Title 8.3A is a financial asset if it is held\nin a securities account.\n\ne. An option or similar obligation issued by a clearing corporation to its\nparticipants is not a security, but is a financial asset.\n\nf. A commodity contract, as defined in subdivision (a) (15) of § 8.9A-102,\nis not a security or a financial asset.\n\ng. A document of title is not a financial asset unless subdivision (a) (9) (iii)\nof § 8.8A-102 applies.\n\nh. A controllable account, controllable electronic record, or controllable\npayment intangible is not a financial asset unless subdivision (a)(9)(iii) of\n§ 8.8A-102 applies.\n\nHISTORY: 1996, c. 216; 2000, c. 1007; 2004, c. 200; 2024, c. 652.","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}}