{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.8A-404.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.8A-404.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.8A-404.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.8A-404.html"}],"law_id":55835,"edition_id":1,"section_id":55835,"structure_id":13422,"section_number":"8.8A-404","catch_line":"Wrongful registration","history":"1996, c. 216.","full_text":"a\n\nExcept as otherwise provided in \u00a7 8.8A-406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:1\n\npursuant to an ineffective endorsement or instruction;2\n\nafter a demand that the issuer not register transfer became effective under § 8.8A-403 (a) and the issuer did not comply with § 8.8A-403 (b);3\n\nafter the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or4\n\nby an issuer acting in collusion with the wrongdoer.b\n\nAn issuer that is liable for wrongful registration of transfer under subsection (a) on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer’s liability to provide the person with a like security is governed by § 8.8A-210.c\n\nExcept as otherwise provided in subsection (a) or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective endorsement or instruction.","order_by":null,"text":{"0":{"id":204530,"text":"Except as otherwise provided in \u00a7 8.8A-406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"a1"},"1":{"id":204531,"text":"pursuant to an ineffective endorsement or instruction;","type":"section","prefixes":["a","1"],"prefix":"1","entire_prefix":"a1","prefix_anchor":"a1","level":2,"prior_prefix":"a","next_prefix":"a2"},"2":{"id":204532,"text":"after a demand that the issuer not register transfer became effective under § 8.8A-403 (a) and the issuer did not comply with § 8.8A-403 (b);","type":"section","prefixes":["a","2"],"prefix":"2","entire_prefix":"a2","prefix_anchor":"a2","level":2,"prior_prefix":"a1","next_prefix":"a3"},"3":{"id":204533,"text":"after the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or","type":"section","prefixes":["a","3"],"prefix":"3","entire_prefix":"a3","prefix_anchor":"a3","level":2,"prior_prefix":"a2","next_prefix":"a4"},"4":{"id":204534,"text":"by an issuer acting in collusion with the wrongdoer.","type":"section","prefixes":["a","4"],"prefix":"4","entire_prefix":"a4","prefix_anchor":"a4","level":2,"prior_prefix":"a3","next_prefix":"b"},"5":{"id":204535,"text":"An issuer that is liable for wrongful registration of transfer under subsection (a) on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer’s liability to provide the person with a like security is governed by § 8.8A-210.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a4","next_prefix":"c"},"6":{"id":204536,"text":"Except as otherwise provided in subsection (a) or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective endorsement or instruction.","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.8A-404\/","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":54390,"section_number":"8.8A-406","catch_line":"Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate","order_by":null,"url":"\/8.8A-406\/"}],"refers_to":[{"id":63193,"section_number":"8.8A-403","catch_line":"Demand that issuer not register transfer","order_by":null,"url":"\/8.8A-403\/"},{"id":54390,"section_number":"8.8A-406","catch_line":"Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate","order_by":null,"url":"\/8.8A-406\/"}],"permalink":{"id":283765,"object_type":"law","relational_id":55835,"identifier":"8.8A-404","token":"8.8A\/4\/8.8A-404","url":"\/8.8A-404\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.8A-404\/","token":"8.8A\/4\/8.8A-404","dublin_core":{"Title":"Wrongful registration","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.8A-404","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> Except as otherwise provided in \u00a7 8.8A-406<\/a>, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> pursuant to an ineffective endorsement or instruction; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> after a demand that the issuer not register transfer became effective under § 8.8A-403<\/a> (a) and the issuer did not comply with § 8.8A-403<\/a> (b); <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> after the issuer had been served with an injunction<\/span>, restraining order<\/span>, or other legal process enjoining it from registering the transfer, issued by a court<\/span> of competent jurisdiction<\/span>, and the issuer had a reasonable opportunity to act on the injunction<\/span>, restraining order<\/span>, or other legal process; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> by an issuer acting in collusion with the wrongdoer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> An issuer that is liable for wrongful registration of transfer under subsection (a) on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer’s liability to provide the person with a like security is governed by § 8.8A-210<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> Except as otherwise provided in subsection (a) or in a law<\/span> relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective endorsement or instruction. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nWRONGFUL REGISTRATION (\u00a7 8.8A-404)\n\na. Except as otherwise provided in \u00a7 8.8A-406, an issuer is liable for wrongful\nregistration of transfer if the issuer has registered a transfer of a security\nto a person not entitled to it, and the transfer was registered:\n\n 1. pursuant to an ineffective endorsement or instruction;\n\n 2. after a demand that the issuer not register transfer became effective under\n § 8.8A-403 (a) and the issuer did not comply with § 8.8A-403 (b);\n\n 3. after the issuer had been served with an injunction, restraining order, or\n other legal process enjoining it from registering the transfer, issued by a\n court of competent jurisdiction, and the issuer had a reasonable opportunity\n to act on the injunction, restraining order, or other legal process; or\n\n 4. by an issuer acting in collusion with the wrongdoer.\n\nb. An issuer that is liable for wrongful registration of transfer under\nsubsection (a) on demand shall provide the person entitled to the security with\na like certificated or uncertificated security, and any payments or\ndistributions that the person did not receive as a result of the wrongful\nregistration. If an overissue would result, the issuer’s liability to\nprovide the person with a like security is governed by § 8.8A-210.\n\nc. Except as otherwise provided in subsection (a) or in a law relating to the\ncollection of taxes, an issuer is not liable to an owner or other person\nsuffering loss as a result of the registration of a transfer of a security if\nregistration was made pursuant to an effective endorsement or instruction.\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}}