{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.8A-401.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.8A-401.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.8A-401.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.8A-401.html"}],"law_id":72366,"edition_id":1,"section_id":72366,"structure_id":13422,"section_number":"8.8A-401","catch_line":"Duty of issuer to register transfer","history":"1996, c. 216.","full_text":"a\n\nIf a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:1\n\nunder the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;2\n\nthe endorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;3\n\nreasonable assurance is given that the endorsement or instruction is genuine and authorized (§ 8.8A-402);4\n\nany applicable law relating to the collection of taxes has been complied with;5\n\nthe transfer does not violate any restriction on transfer imposed by the issuer in accordance with § 8.8A-204;6\n\na demand that the issuer not register transfer has not become effective under § 8.8A-403, or the issuer has complied with § 8.8A-403 (b) but no legal process or indemnity bond is obtained as provided in § 8.8A-403 (d); and7\n\nthe transfer is in fact rightful or is to a protected purchaser.b\n\nIf an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person’s principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.","order_by":null,"text":{"0":{"id":260675,"text":"If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"a1"},"1":{"id":260676,"text":"under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;","type":"section","prefixes":["a","1"],"prefix":"1","entire_prefix":"a1","prefix_anchor":"a1","level":2,"prior_prefix":"a","next_prefix":"a2"},"2":{"id":260677,"text":"the endorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;","type":"section","prefixes":["a","2"],"prefix":"2","entire_prefix":"a2","prefix_anchor":"a2","level":2,"prior_prefix":"a1","next_prefix":"a3"},"3":{"id":260678,"text":"reasonable assurance is given that the endorsement or instruction is genuine and authorized (§ 8.8A-402);","type":"section","prefixes":["a","3"],"prefix":"3","entire_prefix":"a3","prefix_anchor":"a3","level":2,"prior_prefix":"a2","next_prefix":"a4"},"4":{"id":260679,"text":"any applicable law relating to the collection of taxes has been complied with;","type":"section","prefixes":["a","4"],"prefix":"4","entire_prefix":"a4","prefix_anchor":"a4","level":2,"prior_prefix":"a3","next_prefix":"a5"},"5":{"id":260680,"text":"the transfer does not violate any restriction on transfer imposed by the issuer in accordance with § 8.8A-204;","type":"section","prefixes":["a","5"],"prefix":"5","entire_prefix":"a5","prefix_anchor":"a5","level":2,"prior_prefix":"a4","next_prefix":"a6"},"6":{"id":260681,"text":"a demand that the issuer not register transfer has not become effective under § 8.8A-403, or the issuer has complied with § 8.8A-403 (b) but no legal process or indemnity bond is obtained as provided in § 8.8A-403 (d); and","type":"section","prefixes":["a","6"],"prefix":"6","entire_prefix":"a6","prefix_anchor":"a6","level":2,"prior_prefix":"a5","next_prefix":"a7"},"7":{"id":260682,"text":"the transfer is in fact rightful or is to a protected purchaser.","type":"section","prefixes":["a","7"],"prefix":"7","entire_prefix":"a7","prefix_anchor":"a7","level":2,"prior_prefix":"a6","next_prefix":"b"},"8":{"id":260683,"text":"If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person’s principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a7"}},"ancestry":[{"id":13422,"edition_id":1,"name":"Registration","identifier":"4","label":"part","depth":2,"order_by":1,"parent_id":13421,"metadata":{},"date_created":"2026-06-26 03:44:52","date_modified":"2026-06-26 03:44:52","permalink":{"id":283751,"object_type":"structure","relational_id":13422,"identifier":"4","token":"8.8A\/4","url":"\/8.8A\/4\/","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":72366,"structure_id":13422,"section_number":"8.8A-401","catch_line":"Duty of issuer to register transfer","url":"\/8.8A-401\/","token":"8.8A\/4\/8.8A-401","metadata":false},{"id":56671,"structure_id":13422,"section_number":"8.8A-402","catch_line":"Assurance that endorsement or instruction is effective","url":"\/8.8A-402\/","token":"8.8A\/4\/8.8A-402","metadata":false},{"id":63193,"structure_id":13422,"section_number":"8.8A-403","catch_line":"Demand that issuer not register transfer","url":"\/8.8A-403\/","token":"8.8A\/4\/8.8A-403","metadata":false},{"id":55835,"structure_id":13422,"section_number":"8.8A-404","catch_line":"Wrongful registration","url":"\/8.8A-404\/","token":"8.8A\/4\/8.8A-404","metadata":false},{"id":74916,"structure_id":13422,"section_number":"8.8A-405","catch_line":"Replacement of lost, destroyed or wrongfully taken security certificate","url":"\/8.8A-405\/","token":"8.8A\/4\/8.8A-405","metadata":false},{"id":54390,"structure_id":13422,"section_number":"8.8A-406","catch_line":"Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate","url":"\/8.8A-406\/","token":"8.8A\/4\/8.8A-406","metadata":false},{"id":62041,"structure_id":13422,"section_number":"8.8A-407","catch_line":"Authenticating trustee, transfer agent, and registrar","url":"\/8.8A-407\/","token":"8.8A\/4\/8.8A-407","metadata":false}],"next_section":{"id":56671,"structure_id":13422,"section_number":"8.8A-402","catch_line":"Assurance that endorsement or instruction is effective","url":"\/8.8A-402\/","token":"8.8A\/4\/8.8A-402","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.8A-401\/","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":[{"id":64382,"section_number":"8.8A-204","catch_line":"Effect of issuer's restriction on transfer","order_by":null,"url":"\/8.8A-204\/"},{"id":56671,"section_number":"8.8A-402","catch_line":"Assurance that endorsement or instruction is effective","order_by":null,"url":"\/8.8A-402\/"},{"id":63193,"section_number":"8.8A-403","catch_line":"Demand that issuer not register transfer","order_by":null,"url":"\/8.8A-403\/"}],"permalink":{"id":283753,"object_type":"law","relational_id":72366,"identifier":"8.8A-401","token":"8.8A\/4\/8.8A-401","url":"\/8.8A-401\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.8A-401\/","token":"8.8A\/4\/8.8A-401","dublin_core":{"Title":"Duty of issuer to register transfer","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.8A-401","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the endorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> reasonable assurance is given that the endorsement or instruction is genuine and authorized (§ 8.8A-402<\/a>); <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> any applicable law<\/span> relating to the collection of taxes has been complied with; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> the transfer does not violate any restriction on transfer imposed by the issuer in accordance with § 8.8A-204<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> a demand that the issuer not register transfer has not become effective under § 8.8A-403<\/a>, or the issuer has complied with § 8.8A-403<\/a> (b) but no legal process or indemnity bond<\/span> is obtained as provided in § 8.8A-403<\/a> (d); and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> the transfer is in fact<\/span> rightful or is to a protected purchaser. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person’s principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDUTY OF ISSUER TO REGISTER TRANSFER (\u00a7 8.8A-401)\n\na. If a certificated security in registered form is presented to an issuer with\na request to register transfer or an instruction is presented to an issuer with\na request to register transfer of an uncertificated security, the issuer shall\nregister the transfer as requested if:\n\n 1. under the terms of the security the person seeking registration of transfer\n is eligible to have the security registered in its name;\n\n 2. the endorsement or instruction is made by the appropriate person or by an\n agent who has actual authority to act on behalf of the appropriate person;\n\n 3. reasonable assurance is given that the endorsement or instruction is\n genuine and authorized (§ 8.8A-402);\n\n 4. any applicable law relating to the collection of taxes has been complied\n with;\n\n 5. the transfer does not violate any restriction on transfer imposed by the\n issuer in accordance with § 8.8A-204;\n\n 6. a demand that the issuer not register transfer has not become effective\n under § 8.8A-403, or the issuer has complied with § 8.8A-403 (b) but\n no legal process or indemnity bond is obtained as provided in § 8.8A-403\n (d); and\n\n 7. the transfer is in fact rightful or is to a protected purchaser.\n\nb. If an issuer is under a duty to register a transfer of a security, the issuer\nis liable to a person presenting a certificated security or an instruction for\nregistration or to the person’s principal for loss resulting from\nunreasonable delay in registration or failure or refusal to register the\ntransfer.\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}}