{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.8A-107.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.8A-107.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.8A-107.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.8A-107.html"}],"law_id":82156,"edition_id":1,"section_id":82156,"structure_id":13565,"section_number":"8.8A-107","catch_line":"Whether endorsement, instruction or entitlement order is effective","history":"1996, c. 216.","full_text":"a\n\n“Appropriate person” means:1\n\nwith respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security;2\n\nwith respect to an instruction, the registered owner of an uncertificated security;3\n\nwith respect to an entitlement order, the entitlement holder;4\n\nif the person designated in paragraph (1), (2), or (3) is deceased, the designated person’s successor taking under other law or the designated person’s personal representative acting for the estate of the decedent; or5\n\nif the person designated in paragraph (1), (2), or (3) lacks capacity, the designated person’s guardian, conservator, or other similar representative who has power under other law to transfer the security or financial asset.b\n\nAn endorsement, instruction, or entitlement order is effective if:1\n\nit is made by the appropriate person;2\n\nit is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order, a person who has control under § 8.8A-106 (c) (2) or (d) (2); or3\n\nthe appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.c\n\nAn endorsement, instruction, or entitlement order made by a representative is effective even if:1\n\nthe representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the transaction; or2\n\nthe representative’s action in making the endorsement, instruction, or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.d\n\nIf a security is registered in the name of or specially endorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an endorsement, instruction, or entitlement order made by the person is effective even though the person is no longer serving in the described capacity.e\n\nEffectiveness of an endorsement, instruction, or entitlement order is determined as of the date the endorsement, instruction, or entitlement order is made, and an endorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances.","order_by":null,"text":{"0":{"id":294474,"text":"“Appropriate person” means:","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"a1"},"1":{"id":294475,"text":"with respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security;","type":"section","prefixes":["a","1"],"prefix":"1","entire_prefix":"a1","prefix_anchor":"a1","level":2,"prior_prefix":"a","next_prefix":"a2"},"2":{"id":294476,"text":"with respect to an instruction, the registered owner of an uncertificated security;","type":"section","prefixes":["a","2"],"prefix":"2","entire_prefix":"a2","prefix_anchor":"a2","level":2,"prior_prefix":"a1","next_prefix":"a3"},"3":{"id":294477,"text":"with respect to an entitlement order, the entitlement holder;","type":"section","prefixes":["a","3"],"prefix":"3","entire_prefix":"a3","prefix_anchor":"a3","level":2,"prior_prefix":"a2","next_prefix":"a4"},"4":{"id":294478,"text":"if the person designated in paragraph (1), (2), or (3) is deceased, the designated person’s successor taking under other law or the designated person’s personal representative acting for the estate of the decedent; or","type":"section","prefixes":["a","4"],"prefix":"4","entire_prefix":"a4","prefix_anchor":"a4","level":2,"prior_prefix":"a3","next_prefix":"a5"},"5":{"id":294479,"text":"if the person designated in paragraph (1), (2), or (3) lacks capacity, the designated person’s guardian, conservator, or other similar representative who has power under other law to transfer the security or financial asset.","type":"section","prefixes":["a","5"],"prefix":"5","entire_prefix":"a5","prefix_anchor":"a5","level":2,"prior_prefix":"a4","next_prefix":"b"},"6":{"id":294480,"text":"An endorsement, instruction, or entitlement order is effective if:","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a5","next_prefix":"b1"},"7":{"id":294481,"text":"it is made by the appropriate person;","type":"section","prefixes":["b","1"],"prefix":"1","entire_prefix":"b1","prefix_anchor":"b1","level":2,"prior_prefix":"b","next_prefix":"b2"},"8":{"id":294482,"text":"it is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order, a person who has control under § 8.8A-106 (c) (2) or (d) (2); or","type":"section","prefixes":["b","2"],"prefix":"2","entire_prefix":"b2","prefix_anchor":"b2","level":2,"prior_prefix":"b1","next_prefix":"b3"},"9":{"id":294483,"text":"the appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.","type":"section","prefixes":["b","3"],"prefix":"3","entire_prefix":"b3","prefix_anchor":"b3","level":2,"prior_prefix":"b2","next_prefix":"c"},"10":{"id":294484,"text":"An endorsement, instruction, or entitlement order made by a representative is effective even if:","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b3","next_prefix":"c1"},"11":{"id":294485,"text":"the representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the transaction; or","type":"section","prefixes":["c","1"],"prefix":"1","entire_prefix":"c1","prefix_anchor":"c1","level":2,"prior_prefix":"c","next_prefix":"c2"},"12":{"id":294486,"text":"the representative’s action in making the endorsement, instruction, or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.","type":"section","prefixes":["c","2"],"prefix":"2","entire_prefix":"c2","prefix_anchor":"c2","level":2,"prior_prefix":"c1","next_prefix":"d"},"13":{"id":294487,"text":"If a security is registered in the name of or specially endorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an endorsement, instruction, or entitlement order made by the person is effective even though the person is no longer serving in the described capacity.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c2","next_prefix":"e"},"14":{"id":294488,"text":"Effectiveness of an endorsement, instruction, or entitlement order is determined as of the date the endorsement, instruction, or entitlement order is made, and an endorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances.","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.8A-107\/","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":[{"id":69812,"section_number":"8.8A-102","catch_line":"Definitions","order_by":null,"url":"\/8.8A-102\/"},{"id":56671,"section_number":"8.8A-402","catch_line":"Assurance that endorsement or instruction is effective","order_by":null,"url":"\/8.8A-402\/"}],"refers_to":[{"id":84402,"section_number":"8.8A-106","catch_line":"Control","order_by":null,"url":"\/8.8A-106\/"}],"permalink":{"id":283639,"object_type":"law","relational_id":82156,"identifier":"8.8A-107","token":"8.8A\/1\/8.8A-107","url":"\/8.8A-107\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.8A-107\/","token":"8.8A\/1\/8.8A-107","dublin_core":{"Title":"Whether endorsement, instruction or entitlement order is effective","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.8A-107","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> “Appropriate person” means: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> with respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> with respect to an instruction, the registered owner of an uncertificated security; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> with respect to an entitlement order<\/span>, the entitlement holder; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> if the person designated in paragraph (1), (2), or (3) is deceased, the designated person’s successor taking under other law<\/span> or the designated person’s personal representative acting for the estate of the decedent; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> if the person designated in paragraph (1), (2), or (3) lacks capacity, the designated person’s guardian, conservator, or other similar representative who has power under other law<\/span> to transfer the security or financial asset. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> An endorsement, instruction, or entitlement order<\/span> is effective if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> it is made by the appropriate person; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> it is made by a person who has power under the law<\/span> of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order<\/span>, a person who has control under § 8.8A-106<\/a> (c) (2) or (d) (2); or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> the appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> An endorsement, instruction, or entitlement order<\/span> made by a representative is effective even if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the representative has failed to comply with a controlling instrument or with the law<\/span> of the state having jurisdiction<\/span> of the representative relationship, including any law<\/span> requiring the representative to obtain court<\/span> approval of the transaction; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the representative’s action in making the endorsement, instruction, or entitlement order<\/span> or using the proceeds of the transaction is otherwise a breach of duty. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> If a security is registered in the name of or specially endorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an endorsement, instruction, or entitlement order<\/span> made by the person is effective even though the person is no longer serving in the described capacity. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> Effectiveness of an endorsement, instruction, or entitlement order<\/span> is determined as of the date the endorsement, instruction, or entitlement order<\/span> is made, and an endorsement, instruction, or entitlement order<\/span> does not become ineffective by reason of any later change of circumstances. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nWHETHER ENDORSEMENT, INSTRUCTION OR ENTITLEMENT ORDER IS EFFECTIVE (\u00a7 8.8A-107)\n\na. “Appropriate person” means:\n\n 1. with respect to an endorsement, the person specified by a security\n certificate or by an effective special endorsement to be entitled to the\n security;\n\n 2. with respect to an instruction, the registered owner of an uncertificated\n security;\n\n 3. with respect to an entitlement order, the entitlement holder;\n\n 4. if the person designated in paragraph (1), (2), or (3) is deceased, the\n designated person’s successor taking under other law or the designated\n person’s personal representative acting for the estate of the decedent;\n or\n\n 5. if the person designated in paragraph (1), (2), or (3) lacks capacity, the\n designated person’s guardian, conservator, or other similar\n representative who has power under other law to transfer the security or\n financial asset.\n\nb. An endorsement, instruction, or entitlement order is effective if:\n\n 1. it is made by the appropriate person;\n\n 2. it is made by a person who has power under the law of agency to transfer\n the security or financial asset on behalf of the appropriate person,\n including, in the case of an instruction or entitlement order, a person who\n has control under § 8.8A-106 (c) (2) or (d) (2); or\n\n 3. the appropriate person has ratified it or is otherwise precluded from\n asserting its ineffectiveness.\n\nc. An endorsement, instruction, or entitlement order made by a representative is\neffective even if:\n\n 1. the representative has failed to comply with a controlling instrument or\n with the law of the state having jurisdiction of the representative\n relationship, including any law requiring the representative to obtain court\n approval of the transaction; or\n\n 2. the representative’s action in making the endorsement, instruction,\n or entitlement order or using the proceeds of the transaction is otherwise a\n breach of duty.\n\nd. If a security is registered in the name of or specially endorsed to a person\ndescribed as a representative, or if a securities account is maintained in the\nname of a person described as a representative, an endorsement, instruction, or\nentitlement order made by the person is effective even though the person is no\nlonger serving in the described capacity.\n\ne. Effectiveness of an endorsement, instruction, or entitlement order is\ndetermined as of the date the endorsement, instruction, or entitlement order is\nmade, and an endorsement, instruction, or entitlement order does not become\nineffective by reason of any later change of circumstances.\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}}