{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.8A-402.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.8A-402.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.8A-402.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.8A-402.html"}],"law_id":56671,"edition_id":1,"section_id":56671,"structure_id":13422,"section_number":"8.8A-402","catch_line":"Assurance that endorsement or instruction is effective","history":"1996, c. 216.","full_text":"a\n\nAn issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized:1\n\nin all cases, a guaranty of the signature of the person making an endorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;2\n\nif the endorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;3\n\nif the endorsement is made or the instruction is originated by a fiduciary pursuant to § 8.8A-107 (a) (4) or (a) (5), appropriate evidence of appointment or incumbency;4\n\nif there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and5\n\nif the endorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case shall correspond as nearly as may be to the provisions of this subsection.b\n\nAn issuer may elect to require reasonable assurance beyond that specified in this section.c\n\nIn this section:1\n\n“Guaranty of the signature” means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable.2\n\n“Appropriate evidence of appointment or incumbency” means:i\n\nin the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within sixty days before the date of presentation for transfer; orii\n\nin any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considered appropriate.","order_by":null,"text":{"0":{"id":207355,"text":"An issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized:","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"a1"},"1":{"id":207356,"text":"in all cases, a guaranty of the signature of the person making an endorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;","type":"section","prefixes":["a","1"],"prefix":"1","entire_prefix":"a1","prefix_anchor":"a1","level":2,"prior_prefix":"a","next_prefix":"a2"},"2":{"id":207357,"text":"if the endorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;","type":"section","prefixes":["a","2"],"prefix":"2","entire_prefix":"a2","prefix_anchor":"a2","level":2,"prior_prefix":"a1","next_prefix":"a3"},"3":{"id":207358,"text":"if the endorsement is made or the instruction is originated by a fiduciary pursuant to § 8.8A-107 (a) (4) or (a) (5), appropriate evidence of appointment or incumbency;","type":"section","prefixes":["a","3"],"prefix":"3","entire_prefix":"a3","prefix_anchor":"a3","level":2,"prior_prefix":"a2","next_prefix":"a4"},"4":{"id":207359,"text":"if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and","type":"section","prefixes":["a","4"],"prefix":"4","entire_prefix":"a4","prefix_anchor":"a4","level":2,"prior_prefix":"a3","next_prefix":"a5"},"5":{"id":207360,"text":"if the endorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case shall correspond as nearly as may be to the provisions of this subsection.","type":"section","prefixes":["a","5"],"prefix":"5","entire_prefix":"a5","prefix_anchor":"a5","level":2,"prior_prefix":"a4","next_prefix":"b"},"6":{"id":207361,"text":"An issuer may elect to require reasonable assurance beyond that specified in this section.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a5","next_prefix":"c"},"7":{"id":207362,"text":"In this section:","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"c1"},"8":{"id":207363,"text":"“Guaranty of the signature” means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable.","type":"section","prefixes":["c","1"],"prefix":"1","entire_prefix":"c1","prefix_anchor":"c1","level":2,"prior_prefix":"c","next_prefix":"c2"},"9":{"id":207364,"text":"“Appropriate evidence of appointment or incumbency” means:","type":"section","prefixes":["c","2"],"prefix":"2","entire_prefix":"c2","prefix_anchor":"c2","level":2,"prior_prefix":"c1","next_prefix":"i"},"10":{"id":207365,"text":"in the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within sixty days before the date of presentation for transfer; or","type":"section","prefixes":["i"],"prefix":"i","entire_prefix":"i","prefix_anchor":"i","level":1,"prior_prefix":"c2","next_prefix":"iii"},"11":{"id":207366,"text":"in any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considered appropriate.","type":"section","prefixes":["i","ii"],"prefix":"ii","entire_prefix":"iii","prefix_anchor":"iii","level":2,"prior_prefix":"i"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.8A-402\/","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":72366,"section_number":"8.8A-401","catch_line":"Duty of issuer to register transfer","order_by":null,"url":"\/8.8A-401\/"}],"refers_to":[{"id":82156,"section_number":"8.8A-107","catch_line":"Whether endorsement, instruction or entitlement order is effective","order_by":null,"url":"\/8.8A-107\/"}],"permalink":{"id":283757,"object_type":"law","relational_id":56671,"identifier":"8.8A-402","token":"8.8A\/4\/8.8A-402","url":"\/8.8A-402\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.8A-402\/","token":"8.8A\/4\/8.8A-402","dublin_core":{"Title":"Assurance that endorsement or instruction is effective","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.8A-402","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> An issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> in all cases, a guaranty of the signature<\/span> of the person making an endorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> if the endorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> if the endorsement is made or the instruction is originated by a fiduciary pursuant to § 8.8A-107<\/a> (a) (4) or (a) (5), appropriate evidence<\/span> of appointment or incumbency; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> if the endorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case shall correspond as nearly as may be to the provisions of this subsection. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> An issuer may elect to require reasonable assurance beyond that specified in this section. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> In this section: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> “Guaranty of the signature<\/span>” means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> “Appropriate evidence<\/span> of appointment or incumbency” means: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

i.<\/span> in the case of a fiduciary appointed or qualified by a court<\/span>, a certificate issued by or under the direction or supervision of the court<\/span> or an officer thereof and dated within sixty days before the date of presentation for transfer; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

ii.<\/span> in any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence<\/span> the issuer reasonably considered appropriate. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nASSURANCE THAT ENDORSEMENT OR INSTRUCTION IS EFFECTIVE (\u00a7 8.8A-402)\n\na. An issuer may require the following assurance that each necessary endorsement\nor each instruction is genuine and authorized:\n\n 1. in all cases, a guaranty of the signature of the person making an\n endorsement or originating an instruction including, in the case of an\n instruction, reasonable assurance of identity;\n\n 2. if the endorsement is made or the instruction is originated by an agent,\n appropriate assurance of actual authority to sign;\n\n 3. if the endorsement is made or the instruction is originated by a fiduciary\n pursuant to § 8.8A-107 (a) (4) or (a) (5), appropriate evidence of\n appointment or incumbency;\n\n 4. if there is more than one fiduciary, reasonable assurance that all who are\n required to sign have done so; and\n\n 5. if the endorsement is made or the instruction is originated by a person not\n covered by another provision of this subsection, assurance appropriate to the\n case shall correspond as nearly as may be to the provisions of this\n subsection.\n\nb. An issuer may elect to require reasonable assurance beyond that specified in\nthis section.\n\nc. In this section:\n\n 1. “Guaranty of the signature” means a guaranty signed by or on\n behalf of a person reasonably believed by the issuer to be responsible. An\n issuer may adopt standards with respect to responsibility if they are not\n manifestly unreasonable.\n\n 2. “Appropriate evidence of appointment or incumbency” means:\n\ni. in the case of a fiduciary appointed or qualified by a court, a certificate\nissued by or under the direction or supervision of the court or an officer\nthereof and dated within sixty days before the date of presentation for\ntransfer; or\n\n ii. in any other case, a copy of a document showing the appointment or a\n certificate issued by or on behalf of a person reasonably believed by an\n issuer to be responsible or, in the absence of that document or certificate,\n other evidence the issuer reasonably considered appropriate.\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}}