{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.8A-403.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.8A-403.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.8A-403.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.8A-403.html"}],"law_id":63193,"edition_id":1,"section_id":63193,"structure_id":13422,"section_number":"8.8A-403","catch_line":"Demand that issuer not register transfer","history":"1996, c. 216.","full_text":"a\n\nA person who is an appropriate person to make an endorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.b\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 after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to (i) the person who initiated the demand at the address provided in the demand and (ii) the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that:1\n\nthe certificated security has been presented for registration of transfer or instruction for registration of transfer of the uncertificated security has been received;2\n\na demand that the issuer not register transfer had previously been received; and3\n\nthe issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.c\n\nThe period described in subsection (b) (3) may not exceed thirty days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.d\n\nAn issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective endorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer’s communication, either:1\n\nobtain an appropriate restraining order, injunction, or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or2\n\nfile with the issuer an indemnity bond, sufficient in the issuer’s judgment to protect the issuer and any transfer agent, registrar, or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer.e\n\nThis section does not relieve an issuer from liability for registering transfer pursuant to an endorsement or instruction that was not effective.","order_by":null,"text":{"0":{"id":230401,"text":"A person who is an appropriate person to make an endorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":230402,"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 after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to (i) the person who initiated the demand at the address provided in the demand and (ii) the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that:","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"b1"},"2":{"id":230403,"text":"the certificated security has been presented for registration of transfer or instruction for registration of transfer of the uncertificated security has been received;","type":"section","prefixes":["b","1"],"prefix":"1","entire_prefix":"b1","prefix_anchor":"b1","level":2,"prior_prefix":"b","next_prefix":"b2"},"3":{"id":230404,"text":"a demand that the issuer not register transfer had previously been received; and","type":"section","prefixes":["b","2"],"prefix":"2","entire_prefix":"b2","prefix_anchor":"b2","level":2,"prior_prefix":"b1","next_prefix":"b3"},"4":{"id":230405,"text":"the issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.","type":"section","prefixes":["b","3"],"prefix":"3","entire_prefix":"b3","prefix_anchor":"b3","level":2,"prior_prefix":"b2","next_prefix":"c"},"5":{"id":230406,"text":"The period described in subsection (b) (3) may not exceed thirty days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b3","next_prefix":"d"},"6":{"id":230407,"text":"An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective endorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer’s communication, either:","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c","next_prefix":"d1"},"7":{"id":230408,"text":"obtain an appropriate restraining order, injunction, or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or","type":"section","prefixes":["d","1"],"prefix":"1","entire_prefix":"d1","prefix_anchor":"d1","level":2,"prior_prefix":"d","next_prefix":"d2"},"8":{"id":230409,"text":"file with the issuer an indemnity bond, sufficient in the issuer’s judgment to protect the issuer and any transfer agent, registrar, or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer.","type":"section","prefixes":["d","2"],"prefix":"2","entire_prefix":"d2","prefix_anchor":"d2","level":2,"prior_prefix":"d1","next_prefix":"e"},"9":{"id":230410,"text":"This section does not relieve an issuer from liability for registering transfer pursuant to an endorsement or instruction that was not effective.","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d2"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.8A-403\/","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\/"},{"id":55835,"section_number":"8.8A-404","catch_line":"Wrongful registration","order_by":null,"url":"\/8.8A-404\/"}],"refers_to":false,"permalink":{"id":283761,"object_type":"law","relational_id":63193,"identifier":"8.8A-403","token":"8.8A\/4\/8.8A-403","url":"\/8.8A-403\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.8A-403\/","token":"8.8A\/4\/8.8A-403","dublin_core":{"Title":"Demand that issuer not register transfer","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.8A-403","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> A person who is an appropriate person to make an endorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue<\/span> of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/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 after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to (i) the person who initiated the demand at the address provided in the demand and (ii) the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the certificated security has been presented for registration of transfer or instruction for registration of transfer of the uncertificated security has been received; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> a demand that the issuer not register transfer had previously been received; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> the issuer will withhold registration of transfer for a period of time stated in the notification in order<\/span> to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> The period described in subsection (b) (3) may not exceed thirty days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective endorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer’s communication, either: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> obtain an appropriate restraining order<\/span>, injunction<\/span>, or other process from a court<\/span> of competent jurisdiction<\/span> enjoining the issuer from registering the transfer; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> file with the issuer an indemnity bond<\/span>, sufficient in the issuer’s judgment<\/span> to protect the issuer and any transfer agent, registrar, or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> This section does not relieve an issuer from liability for registering transfer pursuant to an endorsement or instruction that was not effective. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEMAND THAT ISSUER NOT REGISTER TRANSFER (\u00a7 8.8A-403)\n\na. A person who is an appropriate person to make an endorsement or originate an\ninstruction may demand that the issuer not register transfer of a security by\ncommunicating to the issuer a notification that identifies the registered owner\nand the issue of which the security is a part and provides an address for\ncommunications directed to the person making the demand. The demand is effective\nonly if it is received by the issuer at a time and in a manner affording the\nissuer reasonable opportunity to act on it.\n\nb. 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 after a demand that\nthe issuer not register transfer has become effective, the issuer shall promptly\ncommunicate to (i) the person who initiated the demand at the address provided\nin the demand and (ii) the person who presented the security for registration of\ntransfer or initiated the instruction requesting registration of transfer a\nnotification stating that:\n\n 1. the certificated security has been presented for registration of transfer\n or instruction for registration of transfer of the uncertificated security has\n been received;\n\n 2. a demand that the issuer not register transfer had previously been\n received; and\n\n 3. the issuer will withhold registration of transfer for a period of time\n stated in the notification in order to provide the person who initiated the\n demand an opportunity to obtain legal process or an indemnity bond.\n\nc. The period described in subsection (b) (3) may not exceed thirty days after\nthe date of communication of the notification. A shorter period may be specified\nby the issuer if it is not manifestly unreasonable.\n\nd. An issuer is not liable to a person who initiated a demand that the issuer\nnot register transfer for any loss the person suffers as a result of\nregistration of a transfer pursuant to an effective endorsement or instruction\nif the person who initiated the demand does not, within the time stated in the\nissuer’s communication, either:\n\n 1. obtain an appropriate restraining order, injunction, or other process from\n a court of competent jurisdiction enjoining the issuer from registering the\n transfer; or\n\n 2. file with the issuer an indemnity bond, sufficient in the issuer’s\n judgment to protect the issuer and any transfer agent, registrar, or other\n agent of the issuer involved from any loss it or they may suffer by refusing\n to register the transfer.\n\ne. This section does not relieve an issuer from liability for registering\ntransfer pursuant to an endorsement or instruction that was not effective.\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}}