                                 CODE OF VIRGINIA

EFFECT OF CHANGE IN GOVERNING LAW (§ 8.9A-316)

a. General rule; effect on perfection of change in governing law. A security
interest perfected pursuant to the law of the jurisdiction designated in §
8.9A-301 (1), 8.9A-305 (c), 8.9A-306.1 (d), or 8.9A-306.2 (b) remains perfected
until the earliest of:

   1. the time perfection would have ceased under the law of that jurisdiction;

   2. the expiration of four months after a change of the debtor&#8217;s location
   to another jurisdiction; or

   3. the expiration of one year after a transfer of collateral to a person that
   thereby becomes a debtor and is located in another jurisdiction.

b. Security interest perfected or unperfected under law of new jurisdiction. If
a security interest described in subsection (a) becomes perfected under the law
of the other jurisdiction before the earliest time or event described in that
subsection, it remains perfected thereafter. If the security interest does not
become perfected under the law of the other jurisdiction before the earliest
time or event, it becomes unperfected and is deemed never to have been perfected
as against a purchaser of the collateral for value.

c. Possessory security interest in collateral moved to new jurisdiction. A
possessory security interest in collateral, other than goods covered by a
certificate of title and as-extracted collateral consisting of goods, remains
continuously perfected if:

   1. the collateral is located in one jurisdiction and subject to a security
   interest perfected under the law of that jurisdiction;

   2. thereafter the collateral is brought into another jurisdiction; and

   3. upon entry into the other jurisdiction, the security interest is perfected
   under the law of the other jurisdiction.

d. Goods covered by certificate of title from the Commonwealth. Except as
otherwise provided in subsection (e), a security interest in goods covered by a
certificate of title which is perfected by any method under the law of another
jurisdiction when the goods become covered by a certificate of title from the
Commonwealth remains perfected until the security interest would have become
unperfected under the law of the other jurisdiction had the goods not become so
covered.

e. When subsection (d) security interest becomes unperfected against purchasers.
A security interest described in subsection (d) becomes unperfected as against a
purchaser of the goods for value and is deemed never to have been perfected as
against a purchaser of the goods for value if the applicable requirements for
perfection under § 8.9A-311 (b) or 8.9A-313 are not satisfied before the
earlier of:

   1. the time the security interest would have become unperfected under the law
   of the other jurisdiction had the goods not become covered by a certificate of
   title from the Commonwealth; or

   2. the expiration of four months after the goods had become so covered.

f. Change in jurisdiction of chattel paper, controllable electronic record,
bank, issuer, nominated person, securities intermediary, or commodity
intermediary. A security interest in chattel paper, controllable accounts,
controllable electronic records, controllable payment intangibles, deposit
accounts, letter-of-credit rights, or investment property which is perfected
under the law of the chattel paper&#8217;s jurisdiction, the controllable
electronic record&#8217;s jurisdiction, the bank&#8217;s jurisdiction, the
issuer&#8217;s jurisdiction, a nominated person&#8217;s jurisdiction, the
securities intermediary&#8217;s jurisdiction, or the commodity
intermediary&#8217;s jurisdiction, as applicable, remains perfected until the
earlier of:

   1. the time the security interest would have become unperfected under the law
   of that jurisdiction; or

   2. the expiration of four months after a change of the applicable jurisdiction
   to another jurisdiction.

g. Subsection (f) security interest perfected or unperfected under law of new
jurisdiction. If a security interest described in subsection (f) becomes
perfected under the law of the other jurisdiction before the earlier of the time
or the end of the period described in that subsection, it remains perfected
thereafter. If the security interest does not become perfected under the law of
the other jurisdiction before the earlier of that time or the end of that
period, it becomes unperfected and is deemed never to have been perfected as
against a purchaser of the collateral for value.

h. Effect on filed financing statement of change in governing law. The following
rules apply to collateral to which a security interest attaches within four
months after the debtor changes its location to another jurisdiction:

   1. A financing statement filed before the change pursuant to the law of the
   jurisdiction designated in &#xA7; 8.9A-301 (1) or 8.9A-305 (c) is effective to
   perfect a security interest in the collateral if the financing statement would
   have been effective to perfect a security interest in the collateral if the
   debtor had not changed its location.

   2. If a security interest perfected by a financing statement that is effective
   under paragraph (1) becomes perfected under the law of the other jurisdiction
   before the earlier of the time the financing statement would have become
   ineffective under the law of the jurisdiction designated in &#xA7; 8.9A-301
   (1) or 8.9A-305 (c) or the expiration of the four-month period, it remains
   perfected thereafter. If the security interest does not become perfected under
   the law of the other jurisdiction before the earlier time or event, it becomes
   unperfected and is deemed never to have been perfected as against a purchaser
   of the collateral for value.

i. Effect of change in governing law on financing statement filed against
original debtor. If a financing statement naming an original debtor is filed
pursuant to the law of the jurisdiction designated in § 8.9A-301 (1) or
8.9A-305 (c) and the new debtor is located in another jurisdiction, the
following rules apply:

   1. The financing statement is effective to perfect a security interest in
   collateral in which the new debtor has or acquires rights before or within
   four months after the new debtor becomes bound under &#xA7; 8.9A-203(d), if
   the financing statement would have been effective to perfect a security
   interest in the collateral if the collateral had been acquired by the original
   debtor.

   2. A security interest that is perfected by the financing statement and which
   becomes perfected under the law of the other jurisdiction before the earlier
   of the expiration of the four-month period or the time the financing statement
   would have become ineffective under the law of the jurisdiction designated in
   &#xA7; 8.9A-301 (1) or 8.9A-305 (c) remains perfected thereafter. A security
   interest that is perfected by the financing statement but which does not
   become perfected under the law of the other jurisdiction before the earlier
   time or event becomes unperfected and is deemed never to have been perfected
   as against a purchaser of the collateral for value.

HISTORY: Code 1950, § 55-9; 1964, c. 219, § 8.9-103; 1973, c. 509; 1984, c.
613; 1996, c. 216; 1997, c. 343; 2000, c. 1007; 2012, c. 155; 2024, c. 652.