{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.8A-105.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.8A-105.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.8A-105.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.8A-105.html"}],"law_id":86946,"edition_id":1,"section_id":86946,"structure_id":13565,"section_number":"8.8A-105","catch_line":"Notice of adverse claim","history":"1996, c. 216.","full_text":"a\n\nA person has notice of an adverse claim if:1\n\nthe person knows of the adverse claim;2\n\nthe person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or3\n\nthe person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim.b\n\nHaving knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.c\n\nAn act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than:1\n\none year after a date set for presentment or surrender for redemption or exchange; or2\n\nsix months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.d\n\nA purchaser of a certificated security has notice of an adverse claim if the security certificate:1\n\nwhether in bearer or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving transfer; or2\n\nis in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement.e\n\nFiling of a financing statement under Title 8.9A is not notice of an adverse claim to a financial asset.","order_by":null,"text":{"0":{"id":311291,"text":"A person has notice of an adverse claim if:","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"a1"},"1":{"id":311292,"text":"the person knows of the adverse claim;","type":"section","prefixes":["a","1"],"prefix":"1","entire_prefix":"a1","prefix_anchor":"a1","level":2,"prior_prefix":"a","next_prefix":"a2"},"2":{"id":311293,"text":"the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or","type":"section","prefixes":["a","2"],"prefix":"2","entire_prefix":"a2","prefix_anchor":"a2","level":2,"prior_prefix":"a1","next_prefix":"a3"},"3":{"id":311294,"text":"the person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim.","type":"section","prefixes":["a","3"],"prefix":"3","entire_prefix":"a3","prefix_anchor":"a3","level":2,"prior_prefix":"a2","next_prefix":"b"},"4":{"id":311295,"text":"Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a3","next_prefix":"c"},"5":{"id":311296,"text":"An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than:","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"c1"},"6":{"id":311297,"text":"one year after a date set for presentment or surrender for redemption or exchange; or","type":"section","prefixes":["c","1"],"prefix":"1","entire_prefix":"c1","prefix_anchor":"c1","level":2,"prior_prefix":"c","next_prefix":"c2"},"7":{"id":311298,"text":"six months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.","type":"section","prefixes":["c","2"],"prefix":"2","entire_prefix":"c2","prefix_anchor":"c2","level":2,"prior_prefix":"c1","next_prefix":"d"},"8":{"id":311299,"text":"A purchaser of a certificated security has notice of an adverse claim if the security certificate:","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c2","next_prefix":"d1"},"9":{"id":311300,"text":"whether in bearer or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving transfer; or","type":"section","prefixes":["d","1"],"prefix":"1","entire_prefix":"d1","prefix_anchor":"d1","level":2,"prior_prefix":"d","next_prefix":"d2"},"10":{"id":311301,"text":"is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement.","type":"section","prefixes":["d","2"],"prefix":"2","entire_prefix":"d2","prefix_anchor":"d2","level":2,"prior_prefix":"d1","next_prefix":"e"},"11":{"id":311302,"text":"Filing of a financing statement under Title 8.9A is not notice of an adverse claim to a financial asset.","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d2"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.8A-105\/","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.<\/p>","references":false,"refers_to":false,"permalink":{"id":283631,"object_type":"law","relational_id":86946,"identifier":"8.8A-105","token":"8.8A\/1\/8.8A-105","url":"\/8.8A-105\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.8A-105\/","token":"8.8A\/1\/8.8A-105","dublin_core":{"Title":"Notice of adverse claim","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.8A-105","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> A person has notice of an adverse claim if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the person knows of the adverse claim; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the person is aware of facts<\/span> sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> the person has a duty, imposed by statute<\/span> or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption<\/span> or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> one year after a date set for presentment<\/span> or surrender for redemption<\/span> or exchange; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> six months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> A purchaser of a certificated security has notice of an adverse claim if the security certificate: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> whether in bearer or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving transfer; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> Filing of a financing statement under Title 8.9A is not notice of an adverse claim to a financial asset. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nNOTICE OF ADVERSE CLAIM (\u00a7 8.8A-105)\n\na. A person has notice of an adverse claim if:\n\n 1. the person knows of the adverse claim;\n\n 2. the person is aware of facts sufficient to indicate that there is a\n significant probability that the adverse claim exists and deliberately avoids\n information that would establish the existence of the adverse claim; or\n\n 3. the person has a duty, imposed by statute or regulation, to investigate\n whether an adverse claim exists, and the investigation so required would\n establish the existence of the adverse claim.\n\nb. Having knowledge that a financial asset or interest therein is or has been\ntransferred by a representative imposes no duty of inquiry into the rightfulness\nof a transaction and is not notice of an adverse claim. However, a person who\nknows that a representative has transferred a financial asset or interest\ntherein in a transaction that is, or whose proceeds are being used, for the\nindividual benefit of the representative or otherwise in breach of duty has\nnotice of an adverse claim.\n\nc. An act or event that creates a right to immediate performance of the\nprincipal obligation represented by a security certificate or sets a date on or\nafter which the certificate is to be presented or surrendered for redemption or\nexchange does not itself constitute notice of an adverse claim except in the\ncase of a transfer more than:\n\n 1. one year after a date set for presentment or surrender for redemption or\n exchange; or\n\n 2. six months after a date set for payment of money against presentation or\n surrender of the certificate, if money was available for payment on that date.\n\nd. A purchaser of a certificated security has notice of an adverse claim if the\nsecurity certificate:\n\n 1. whether in bearer or registered form, has been endorsed “for\n collection” or “for surrender” or for some other purpose not\n involving transfer; or\n\n 2. is in bearer form and has on it an unambiguous statement that it is the\n property of a person other than the transferor, but the mere writing of a name\n on the certificate is not such a statement.\n\ne. Filing of a financing statement under Title 8.9A is not notice of an adverse\nclaim to a financial asset.\n\nHISTORY: 1996, c. 216.","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}}