{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.8A-210.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.8A-210.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.8A-210.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.8A-210.html"}],"law_id":65945,"edition_id":1,"section_id":65945,"structure_id":13974,"section_number":"8.8A-210","catch_line":"Overissue","history":"1996, c. 216.","full_text":"a\n\nIn this section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue.b\n\nExcept as otherwise provided in subsections (c) and (d), the provisions of this title which validate a security or compel its issue or reissue do not apply to the extent that validation, issue, or reissue would result in overissue.c\n\nIf an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds.d\n\nIf a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of the person’s demand.","order_by":null,"text":{"0":{"id":239637,"text":"In this section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":239638,"text":"Except as otherwise provided in subsections (c) and (d), the provisions of this title which validate a security or compel its issue or reissue do not apply to the extent that validation, issue, or reissue would result in overissue.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"c"},"2":{"id":239639,"text":"If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds.","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"d"},"3":{"id":239640,"text":"If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of the person’s demand.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c"}},"ancestry":[{"id":13974,"edition_id":1,"name":"Issue and Issuer","identifier":"2","label":"part","depth":2,"order_by":1,"parent_id":13421,"metadata":{},"date_created":"2026-06-26 03:46:28","date_modified":"2026-06-26 03:46:28","permalink":{"id":283679,"object_type":"structure","relational_id":13974,"identifier":"2","token":"8.8A\/2","url":"\/8.8A\/2\/","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":78433,"structure_id":13974,"section_number":"8.8A-201","catch_line":"Issuer","url":"\/8.8A-201\/","token":"8.8A\/2\/8.8A-201","metadata":false},{"id":63843,"structure_id":13974,"section_number":"8.8A-202","catch_line":"Issuer's responsibility and defenses; notice of defect or defense","url":"\/8.8A-202\/","token":"8.8A\/2\/8.8A-202","metadata":false},{"id":58495,"structure_id":13974,"section_number":"8.8A-203","catch_line":"Staleness as notice of defect or defense","url":"\/8.8A-203\/","token":"8.8A\/2\/8.8A-203","metadata":false},{"id":64382,"structure_id":13974,"section_number":"8.8A-204","catch_line":"Effect of issuer's restriction on transfer","url":"\/8.8A-204\/","token":"8.8A\/2\/8.8A-204","metadata":false},{"id":71110,"structure_id":13974,"section_number":"8.8A-205","catch_line":"Effect of unauthorized signature on security certificate","url":"\/8.8A-205\/","token":"8.8A\/2\/8.8A-205","metadata":false},{"id":78840,"structure_id":13974,"section_number":"8.8A-206","catch_line":"Completion or alteration of security certificate","url":"\/8.8A-206\/","token":"8.8A\/2\/8.8A-206","metadata":false},{"id":55037,"structure_id":13974,"section_number":"8.8A-207","catch_line":"Rights and duties of issuer with respect to registered owners","url":"\/8.8A-207\/","token":"8.8A\/2\/8.8A-207","metadata":false},{"id":86239,"structure_id":13974,"section_number":"8.8A-208","catch_line":"Effect of signature of authenticating trustee, registrar or transfer agent","url":"\/8.8A-208\/","token":"8.8A\/2\/8.8A-208","metadata":false},{"id":73773,"structure_id":13974,"section_number":"8.8A-209","catch_line":"Issuer's lien","url":"\/8.8A-209\/","token":"8.8A\/2\/8.8A-209","metadata":false},{"id":65945,"structure_id":13974,"section_number":"8.8A-210","catch_line":"Overissue","url":"\/8.8A-210\/","token":"8.8A\/2\/8.8A-210","metadata":false}],"previous_section":{"id":73773,"structure_id":13974,"section_number":"8.8A-209","catch_line":"Issuer's lien","url":"\/8.8A-209\/","token":"8.8A\/2\/8.8A-209","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.8A-210\/","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":74916,"section_number":"8.8A-405","catch_line":"Replacement of lost, destroyed or wrongfully taken security certificate","order_by":null,"url":"\/8.8A-405\/"}],"refers_to":false,"permalink":{"id":283717,"object_type":"law","relational_id":65945,"identifier":"8.8A-210","token":"8.8A\/2\/8.8A-210","url":"\/8.8A-210\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.8A-210\/","token":"8.8A\/2\/8.8A-210","dublin_core":{"Title":"Overissue","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.8A-210","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> In this section, “overissue<\/span>” means the issue<\/span> of securities in excess of the amount the issuer has corporate power to issue<\/span>, but an overissue<\/span> does not occur if appropriate action has cured the overissue<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> Except as otherwise provided in subsections (c) and (d), the provisions of this title which validate a security or compel its issue<\/span> or reissue do not apply to the extent that validation, issue<\/span>, or reissue would result in overissue<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> If an identical security not constituting an overissue<\/span> is reasonably available for purchase, a person entitled to issue<\/span> or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> If a security is not reasonably available for purchase, a person entitled to issue<\/span> or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of the person’s demand. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nOVERISSUE (\u00a7 8.8A-210)\n\na. In this section, “overissue” means the issue of securities in\nexcess of the amount the issuer has corporate power to issue, but an overissue\ndoes not occur if appropriate action has cured the overissue.\n\nb. Except as otherwise provided in subsections (c) and (d), the provisions of\nthis title which validate a security or compel its issue or reissue do not apply\nto the extent that validation, issue, or reissue would result in overissue.\n\nc. If an identical security not constituting an overissue is reasonably\navailable for purchase, a person entitled to issue or validation may compel the\nissuer to purchase the security and deliver it if certificated or register its\ntransfer if uncertificated, against surrender of any security certificate the\nperson holds.\n\nd. If a security is not reasonably available for purchase, a person entitled to\nissue or validation may recover from the issuer the price the person or the last\npurchaser for value paid for it with interest from the date of the\nperson’s demand.\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}}