                                 CODE OF VIRGINIA

CONTROL OF CONTROLLABLE ELECTRONIC RECORD (§ 8.12-105)

a. General rule: control of controllable electronic record. A person has control
of a controllable electronic record if the electronic record, a record attached
to or logically associated with the electronic record, or a system in which the
electronic record is recorded:

   1. gives the person:

A. power to avail itself of substantially all the benefit from the electronic
record; and

B. exclusive power, subject to subsection (b), to:

i. prevent others from availing themselves of substantially all the benefit from
the electronic record; and

   ii. transfer control of the electronic record to another person or cause
   another person to obtain control of another controllable electronic record as
   a result of the transfer of the electronic record; and

   2. enables the person readily to identify itself in any way, including by
   name, identifying number, cryptographic key, office, or account number, as
   having the powers specified in paragraph (1).

b. Meaning of exclusive. Subject to subsection (c), a power is exclusive under
subsection (a)(1)(B)(i) and (ii) even if:

   1. the controllable electronic record, a record attached to or logically
   associated with the electronic record, or a system in which the electronic
   record is recorded limits the use of the electronic record or has a protocol
   programmed to cause a change, including a transfer or loss of control or a
   modification of benefits afforded by the electronic record; or

   2. the power is shared with another person.

c. When power not shared with another person. A power of a person is not shared
with another person under subsection (b)(2) and the person&#8217;s power is not
exclusive if:

   1. the person can exercise the power only if the power also is exercised by
   the other person; and

   2. the other person:

A. can exercise the power without exercise of the power by the person; or

B. is the transferor to the person of an interest in the controllable electronic
record or a controllable account or controllable payment intangible evidenced by
the controllable electronic record.

d. Presumption of exclusivity of certain powers. If a person has the powers
specified in subsection (a)(1)(B)(i) and (ii), the powers are presumed to be
exclusive.

e. Control through another person. A person has control of a controllable
electronic record if another person, other than the transferor to the person of
an interest in the controllable electronic record or a controllable account or
controllable payment intangible evidenced by the controllable electronic record:

   1. has control of the electronic record and acknowledges that it has control
   on behalf of the person; or

   2. obtains control of the electronic record after having acknowledged that it
   will obtain control of the electronic record on behalf of the person.

f. No requirement to acknowledge. A person that has control under this section
is not required to acknowledge that it has control on behalf of another person.

g. No duties or confirmation. If a person acknowledges that it has or will
obtain control on behalf of another person, unless the person otherwise agrees
or law other than this article or Article 9 otherwise provides, the person does
not owe any duty to the other person and is not required to confirm the
acknowledgment to any other person.

HISTORY: 2024, c. 652.