{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.8A-106.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.8A-106.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.8A-106.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.8A-106.html"}],"law_id":84402,"edition_id":1,"section_id":84402,"structure_id":13565,"section_number":"8.8A-106","catch_line":"Control","history":"1996, c. 216; 2000, c. 1007; 2024, c. 652.","full_text":"a\n\nA purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser.b\n\nA purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purchaser, and:1\n\nthe certificate is endorsed to the purchaser or in blank by an effective endorsement; or2\n\nthe certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.c\n\nA purchaser has “control” of an uncertificated security if:1\n\nthe uncertificated security is delivered to the purchaser; or2\n\nthe issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.d\n\nA purchaser has “control” of a security entitlement if:1\n\nthe purchaser becomes the entitlement holder;2\n\nthe securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or3\n\nanother person, other than the transferor to the purchaser of an interest in the security entitlement:A\n\nhas control of the security entitlement and acknowledges that it has control on behalf of the purchaser; orB\n\nobtains control of the security entitlement after having acknowledged that it will obtain control of the security entitlement on behalf of the purchaser.e\n\nIf an interest in a security entitlement is granted by the entitlement holder to the entitlement holder’s own securities intermediary, the securities intermediary has control.f\n\nA purchaser who has satisfied the requirements of subsection (c) or (d) has control even if the registered owner in the case of subsection (c) or the entitlement holder in the case of subsection (d) retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.g\n\nAn issuer or a securities intermediary may not enter into an agreement of the kind described in subsection (c) (2) or (d) (2) without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.h\n\nA person that has control under this section is not required to acknowledge that it has control on behalf of a purchaser.i\n\nIf a person acknowledges that it has or will obtain control on behalf of a purchaser, unless the person otherwise agrees or law other than this Article or Article 9 otherwise provides, the person does not owe any duty to the purchaser and is not required to confirm the acknowledgement to any other person.","order_by":null,"text":{"0":{"id":302498,"text":"A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":302499,"text":"A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purchaser, and:","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"b1"},"2":{"id":302500,"text":"the certificate is endorsed to the purchaser or in blank by an effective endorsement; or","type":"section","prefixes":["b","1"],"prefix":"1","entire_prefix":"b1","prefix_anchor":"b1","level":2,"prior_prefix":"b","next_prefix":"b2"},"3":{"id":302501,"text":"the certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.","type":"section","prefixes":["b","2"],"prefix":"2","entire_prefix":"b2","prefix_anchor":"b2","level":2,"prior_prefix":"b1","next_prefix":"c"},"4":{"id":302502,"text":"A purchaser has “control” of an uncertificated security if:","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b2","next_prefix":"c1"},"5":{"id":302503,"text":"the uncertificated security is delivered to the purchaser; or","type":"section","prefixes":["c","1"],"prefix":"1","entire_prefix":"c1","prefix_anchor":"c1","level":2,"prior_prefix":"c","next_prefix":"c2"},"6":{"id":302504,"text":"the issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.","type":"section","prefixes":["c","2"],"prefix":"2","entire_prefix":"c2","prefix_anchor":"c2","level":2,"prior_prefix":"c1","next_prefix":"d"},"7":{"id":302505,"text":"A purchaser has “control” of a security entitlement if:","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c2","next_prefix":"d1"},"8":{"id":302506,"text":"the purchaser becomes the entitlement holder;","type":"section","prefixes":["d","1"],"prefix":"1","entire_prefix":"d1","prefix_anchor":"d1","level":2,"prior_prefix":"d","next_prefix":"d2"},"9":{"id":302507,"text":"the securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or","type":"section","prefixes":["d","2"],"prefix":"2","entire_prefix":"d2","prefix_anchor":"d2","level":2,"prior_prefix":"d1","next_prefix":"d3"},"10":{"id":302508,"text":"another person, other than the transferor to the purchaser of an interest in the security entitlement:","type":"section","prefixes":["d","3"],"prefix":"3","entire_prefix":"d3","prefix_anchor":"d3","level":2,"prior_prefix":"d2","next_prefix":"A"},"11":{"id":302509,"text":"has control of the security entitlement and acknowledges that it has control on behalf of the purchaser; or","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"prior_prefix":"d3","next_prefix":"B"},"12":{"id":302510,"text":"obtains control of the security entitlement after having acknowledged that it will obtain control of the security entitlement on behalf of the purchaser.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"e"},"13":{"id":302511,"text":"If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder’s own securities intermediary, the securities intermediary has control.","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"B","next_prefix":"f"},"14":{"id":302512,"text":"A purchaser who has satisfied the requirements of subsection (c) or (d) has control even if the registered owner in the case of subsection (c) or the entitlement holder in the case of subsection (d) retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.","type":"section","prefixes":["f"],"prefix":"f","entire_prefix":"f","prefix_anchor":"f","level":1,"prior_prefix":"e","next_prefix":"g"},"15":{"id":302513,"text":"An issuer or a securities intermediary may not enter into an agreement of the kind described in subsection (c) (2) or (d) (2) without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.","type":"section","prefixes":["g"],"prefix":"g","entire_prefix":"g","prefix_anchor":"g","level":1,"prior_prefix":"f","next_prefix":"h"},"16":{"id":302514,"text":"A person that has control under this section is not required to acknowledge that it has control on behalf of a purchaser.","type":"section","prefixes":["h"],"prefix":"h","entire_prefix":"h","prefix_anchor":"h","level":1,"prior_prefix":"g","next_prefix":"i"},"17":{"id":302515,"text":"If a person acknowledges that it has or will obtain control on behalf of a purchaser, unless the person otherwise agrees or law other than this Article or Article 9 otherwise provides, the person does not owe any duty to the purchaser and is not required to confirm the acknowledgement to any other person.","type":"section","prefixes":["i"],"prefix":"i","entire_prefix":"i","prefix_anchor":"i","level":1,"prior_prefix":"h"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.8A-106\/","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 2 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 2024, chapter 652<\/a>.<\/p>","references":[{"id":69812,"section_number":"8.8A-102","catch_line":"Definitions","order_by":null,"url":"\/8.8A-102\/"},{"id":82156,"section_number":"8.8A-107","catch_line":"Whether endorsement, instruction or entitlement order is effective","order_by":null,"url":"\/8.8A-107\/"},{"id":68145,"section_number":"8.8A-510","catch_line":"Rights of purchaser of security entitlement from entitlement holder","order_by":null,"url":"\/8.8A-510\/"},{"id":81668,"section_number":"8.9A-106","catch_line":"Control of investment property","order_by":null,"url":"\/8.9A-106\/"},{"id":64267,"section_number":"8.9A-208","catch_line":"Additional duties of secured party having control of collateral","order_by":null,"url":"\/8.9A-208\/"},{"id":71019,"section_number":"8.9A-328","catch_line":"Priority of security interests in investment property","order_by":null,"url":"\/8.9A-328\/"}],"refers_to":false,"permalink":{"id":283635,"object_type":"law","relational_id":84402,"identifier":"8.8A-106","token":"8.8A\/1\/8.8A-106","url":"\/8.8A-106\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.8A-106\/","token":"8.8A\/1\/8.8A-106","dublin_core":{"Title":"Control","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.8A-106","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purchaser, and: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the certificate is endorsed to the purchaser or in blank by an effective endorsement; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the certificate is registered in the name of the purchaser, upon original issue<\/span> or registration of transfer by the issuer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> A purchaser has “control” of an uncertificated security if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the uncertificated security is delivered to the purchaser; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> A purchaser has “control” of a security entitlement if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the purchaser becomes the entitlement holder; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the securities intermediary has agreed that it will comply with entitlement orders<\/span> originated by the purchaser without further consent by the entitlement holder; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> another person, other than the transferor to the purchaser of an interest in the security entitlement: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

A.<\/span> has control of the security entitlement and acknowledges that it has control on behalf of the purchaser; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> obtains control of the security entitlement after having acknowledged that it will obtain control of the security entitlement on behalf of the purchaser. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder’s own securities intermediary, the securities intermediary has control. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

f.<\/span> A purchaser who has satisfied the requirements of subsection (c) or (d) has control even if the registered owner in the case of subsection (c) or the entitlement holder in the case of subsection (d) retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders<\/span> to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

g.<\/span> An issuer or a securities intermediary may not enter into an agreement of the kind described in subsection (c) (2) or (d) (2) without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party<\/span> unless requested to do so by the registered owner or entitlement holder. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

h.<\/span> A person that has control under this section is not required to acknowledge that it has control on behalf of a purchaser. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

i.<\/span> If a person acknowledges that it has or will obtain control on behalf of a purchaser, unless the person otherwise agrees or law<\/span> other than this Article or Article 9 otherwise provides, the person does not owe any duty to the purchaser and is not required to confirm the acknowledgement to any other person. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCONTROL (\u00a7 8.8A-106)\n\na. A purchaser has “control” of a certificated security in bearer\nform if the certificated security is delivered to the purchaser.\n\nb. A purchaser has “control” of a certificated security in\nregistered form if the certificated security is delivered to the purchaser, and:\n\n 1. the certificate is endorsed to the purchaser or in blank by an effective\n endorsement; or\n\n 2. the certificate is registered in the name of the purchaser, upon original\n issue or registration of transfer by the issuer.\n\nc. A purchaser has “control” of an uncertificated security if:\n\n 1. the uncertificated security is delivered to the purchaser; or\n\n 2. the issuer has agreed that it will comply with instructions originated by\n the purchaser without further consent by the registered owner.\n\nd. A purchaser has “control” of a security entitlement if:\n\n 1. the purchaser becomes the entitlement holder;\n\n 2. the securities intermediary has agreed that it will comply with entitlement\n orders originated by the purchaser without further consent by the entitlement\n holder; or\n\n 3. another person, other than the transferor to the purchaser of an interest\n in the security entitlement:\n\nA. has control of the security entitlement and acknowledges that it has control\non behalf of the purchaser; or\n\nB. obtains control of the security entitlement after having acknowledged that it\nwill obtain control of the security entitlement on behalf of the purchaser.\n\ne. If an interest in a security entitlement is granted by the entitlement holder\nto the entitlement holder’s own securities intermediary, the securities\nintermediary has control.\n\nf. A purchaser who has satisfied the requirements of subsection (c) or (d) has\ncontrol even if the registered owner in the case of subsection (c) or the\nentitlement holder in the case of subsection (d) retains the right to make\nsubstitutions for the uncertificated security or security entitlement, to\noriginate instructions or entitlement orders to the issuer or securities\nintermediary, or otherwise to deal with the uncertificated security or security\nentitlement.\n\ng. An issuer or a securities intermediary may not enter into an agreement of the\nkind described in subsection (c) (2) or (d) (2) without the consent of the\nregistered owner or entitlement holder, but an issuer or a securities\nintermediary is not required to enter into such an agreement even though the\nregistered owner or entitlement holder so directs. An issuer or securities\nintermediary that has entered into such an agreement is not required to confirm\nthe existence of the agreement to another party unless requested to do so by the\nregistered owner or entitlement holder.\n\nh. A person that has control under this section is not required to acknowledge\nthat it has control on behalf of a purchaser.\n\ni. If a person acknowledges that it has or will obtain control on behalf of a\npurchaser, unless the person otherwise agrees or law other than this Article or\nArticle 9 otherwise provides, the person does not owe any duty to the purchaser\nand is not required to confirm the acknowledgement to any other person.\n\nHISTORY: 1996, c. 216; 2000, c. 1007; 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}}