{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/8.8A-108.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/8.8A-108.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/8.8A-108.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/8.8A-108.html"}],"law_id":378309,"edition_id":2,"section_id":378309,"structure_id":53758,"section_number":"8.8A-108","catch_line":"Warranties in direct holding","history":"1996, c. 216.","full_text":"a\n\nA person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an endorser, if the transfer is by endorsement, warrants to any subsequent purchaser, that:\n\n1\n\nthe certificate is genuine and has not been materially altered;\n\n2\n\nthe transferor or endorser does not know of any fact that might impair the validity of the security;\n\n3\n\nthere is no adverse claim to the security;\n\n4\n\nthe transfer does not violate any restriction on transfer;\n\n5\n\nif the transfer is by endorsement, the endorsement is made by an appropriate person, or if the endorsement is by an agent, the agent has actual authority to act on behalf of the appropriate person; and\n\n6\n\nthe transfer is otherwise effective and rightful.\n\nb\n\nA person who originates an instruction for registration of transfer of an uncertificated security to a purchaser for value warrants to the purchaser that:\n\n1\n\nthe instruction is made by an appropriate person, or if the instruction is by an agent, the agent has actual authority to act on behalf of the appropriate person;\n\n2\n\nthe security is valid;\n\n3\n\nthere is no adverse claim to the security; and\n\n4\n\nat the time the instruction is presented to the issuer:\n\ni\n\nthe purchaser will be entitled to the registration of transfer;\n\nii\n\nthe transfer will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction;\n\niii\n\nthe transfer will not violate any restriction on transfer; and\n\niv\n\nthe requested transfer will otherwise be effective and rightful.\n\nc\n\nA person who transfers an uncertificated security to a purchaser for value and does not originate an instruction in connection with the transfer warrants that:\n\n1\n\nthe uncertificated security is valid;\n\n2\n\nthere is no adverse claim to the security;\n\n3\n\nthe transfer does not violate any restriction on transfer; and\n\n4\n\nthe transfer is otherwise effective and rightful.\n\nd\n\nA person who endorses a security certificate warrants to the issuer that:\n\n1\n\nthere is no adverse claim to the security; and\n\n2\n\nthe endorsement is effective.\n\ne\n\nA person who originates an instruction for registration of transfer of an uncertificated security warrants to the issuer that:\n\n1\n\nthe instruction is effective; and\n\n2\n\nat the time the instruction is presented to the issuer the purchaser will be entitled to the registration of transfer.\n\nf\n\nA person who presents a certificated security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment, or exchange, but a purchaser for value and without notice of adverse claims to whom transfer is registered warrants only that the person has no knowledge of any unauthorized signature in a necessary endorsement.\n\ng\n\nIf a person acts as agent of another in delivering a certificated security to a purchaser, the identity of the principal was known to the person to whom the certificate was delivered, and the certificate delivered by the agent was received by the agent from the principal or received by the agent from another person at the direction of the principal, the person delivering the security certificate warrants only that the delivering person has authority to act for the principal and does not know of any adverse claim to the certificated security.\n\nh\n\nA secured party who redelivers a security certificate received, or after payment and on order of the debtor delivers the security certificate to another person, makes only the warranties of an agent under subsection (g).\n\ni\n\nExcept as otherwise provided in subsection (g), a broker acting for a customer makes to the issuer and a purchaser the warranties provided in subsections (a) through (f). A broker that delivers a security certificate to its customer, or causes its customer to be registered as the owner of an uncertificated security, makes to the customer the warranties provided in subsection (a) or (b), and has the rights and privileges of a purchaser under this section. The warranties of and in favor of the broker acting as an agent are in addition to applicable warranties given by and in favor of the customer.\n\n","order_by":null,"text":{"0":{"id":1411495,"text":"A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an endorser, if the transfer is by endorsement, warrants to any subsequent purchaser, that:","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"a1"},"1":{"id":1411496,"text":"the certificate is genuine and has not been materially altered;","type":"section","prefixes":["a","1"],"prefix":"1","entire_prefix":"a1","prefix_anchor":"a1","level":2,"prior_prefix":"a","next_prefix":"a2"},"2":{"id":1411497,"text":"the transferor or endorser does not know of any fact that might impair the validity of the security;","type":"section","prefixes":["a","2"],"prefix":"2","entire_prefix":"a2","prefix_anchor":"a2","level":2,"prior_prefix":"a1","next_prefix":"a3"},"3":{"id":1411498,"text":"there is no adverse claim to the security;","type":"section","prefixes":["a","3"],"prefix":"3","entire_prefix":"a3","prefix_anchor":"a3","level":2,"prior_prefix":"a2","next_prefix":"a4"},"4":{"id":1411499,"text":"the transfer does not violate any restriction on transfer;","type":"section","prefixes":["a","4"],"prefix":"4","entire_prefix":"a4","prefix_anchor":"a4","level":2,"prior_prefix":"a3","next_prefix":"a5"},"5":{"id":1411500,"text":"if the transfer is by endorsement, the endorsement is made by an appropriate person, or if the endorsement is by an agent, the agent has actual authority to act on behalf of the appropriate person; and","type":"section","prefixes":["a","5"],"prefix":"5","entire_prefix":"a5","prefix_anchor":"a5","level":2,"prior_prefix":"a4","next_prefix":"a6"},"6":{"id":1411501,"text":"the transfer is otherwise effective and rightful.","type":"section","prefixes":["a","6"],"prefix":"6","entire_prefix":"a6","prefix_anchor":"a6","level":2,"prior_prefix":"a5","next_prefix":"b"},"7":{"id":1411502,"text":"A person who originates an instruction for registration of transfer of an uncertificated security to a purchaser for value warrants to the purchaser that:","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a6","next_prefix":"b1"},"8":{"id":1411503,"text":"the instruction is made by an appropriate person, or if the instruction is by an agent, the agent has actual authority to act on behalf of the appropriate person;","type":"section","prefixes":["b","1"],"prefix":"1","entire_prefix":"b1","prefix_anchor":"b1","level":2,"prior_prefix":"b","next_prefix":"b2"},"9":{"id":1411504,"text":"the security is valid;","type":"section","prefixes":["b","2"],"prefix":"2","entire_prefix":"b2","prefix_anchor":"b2","level":2,"prior_prefix":"b1","next_prefix":"b3"},"10":{"id":1411505,"text":"there is no adverse claim to the security; and","type":"section","prefixes":["b","3"],"prefix":"3","entire_prefix":"b3","prefix_anchor":"b3","level":2,"prior_prefix":"b2","next_prefix":"b4"},"11":{"id":1411506,"text":"at the time the instruction is presented to the issuer:","type":"section","prefixes":["b","4"],"prefix":"4","entire_prefix":"b4","prefix_anchor":"b4","level":2,"prior_prefix":"b3","next_prefix":"i"},"12":{"id":1411507,"text":"the purchaser will be entitled to the registration of transfer;","type":"section","prefixes":["i"],"prefix":"i","entire_prefix":"i","prefix_anchor":"i","level":1,"prior_prefix":"b4","next_prefix":"iii"},"13":{"id":1411508,"text":"the transfer will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction;","type":"section","prefixes":["i","ii"],"prefix":"ii","entire_prefix":"iii","prefix_anchor":"iii","level":2,"prior_prefix":"i","next_prefix":"iiii"},"14":{"id":1411509,"text":"the transfer will not violate any restriction on transfer; and","type":"section","prefixes":["i","iii"],"prefix":"iii","entire_prefix":"iiii","prefix_anchor":"iiii","level":2,"prior_prefix":"iii","next_prefix":"iiv"},"15":{"id":1411510,"text":"the requested transfer will otherwise be effective and rightful.","type":"section","prefixes":["i","iv"],"prefix":"iv","entire_prefix":"iiv","prefix_anchor":"iiv","level":2,"prior_prefix":"iiii","next_prefix":"c"},"16":{"id":1411511,"text":"A person who transfers an uncertificated security to a purchaser for value and does not originate an instruction in connection with the transfer warrants that:","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"iiv","next_prefix":"c1"},"17":{"id":1411512,"text":"the uncertificated security is valid;","type":"section","prefixes":["c","1"],"prefix":"1","entire_prefix":"c1","prefix_anchor":"c1","level":2,"prior_prefix":"c","next_prefix":"c2"},"18":{"id":1411513,"text":"there is no adverse claim to the security;","type":"section","prefixes":["c","2"],"prefix":"2","entire_prefix":"c2","prefix_anchor":"c2","level":2,"prior_prefix":"c1","next_prefix":"c3"},"19":{"id":1411514,"text":"the transfer does not violate any restriction on transfer; and","type":"section","prefixes":["c","3"],"prefix":"3","entire_prefix":"c3","prefix_anchor":"c3","level":2,"prior_prefix":"c2","next_prefix":"c4"},"20":{"id":1411515,"text":"the transfer is otherwise effective and rightful.","type":"section","prefixes":["c","4"],"prefix":"4","entire_prefix":"c4","prefix_anchor":"c4","level":2,"prior_prefix":"c3","next_prefix":"d"},"21":{"id":1411516,"text":"A person who endorses a security certificate warrants to the issuer that:","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c4","next_prefix":"d1"},"22":{"id":1411517,"text":"there is no adverse claim to the security; and","type":"section","prefixes":["d","1"],"prefix":"1","entire_prefix":"d1","prefix_anchor":"d1","level":2,"prior_prefix":"d","next_prefix":"d2"},"23":{"id":1411518,"text":"the endorsement is effective.","type":"section","prefixes":["d","2"],"prefix":"2","entire_prefix":"d2","prefix_anchor":"d2","level":2,"prior_prefix":"d1","next_prefix":"e"},"24":{"id":1411519,"text":"A person who originates an instruction for registration of transfer of an uncertificated security warrants to the issuer that:","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d2","next_prefix":"e1"},"25":{"id":1411520,"text":"the instruction is effective; and","type":"section","prefixes":["e","1"],"prefix":"1","entire_prefix":"e1","prefix_anchor":"e1","level":2,"prior_prefix":"e","next_prefix":"e2"},"26":{"id":1411521,"text":"at the time the instruction is presented to the issuer the purchaser will be entitled to the registration of transfer.","type":"section","prefixes":["e","2"],"prefix":"2","entire_prefix":"e2","prefix_anchor":"e2","level":2,"prior_prefix":"e1","next_prefix":"f"},"27":{"id":1411522,"text":"A person who presents a certificated security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment, or exchange, but a purchaser for value and without notice of adverse claims to whom transfer is registered warrants only that the person has no knowledge of any unauthorized signature in a necessary endorsement.","type":"section","prefixes":["f"],"prefix":"f","entire_prefix":"f","prefix_anchor":"f","level":1,"prior_prefix":"e2","next_prefix":"g"},"28":{"id":1411523,"text":"If a person acts as agent of another in delivering a certificated security to a purchaser, the identity of the principal was known to the person to whom the certificate was delivered, and the certificate delivered by the agent was received by the agent from the principal or received by the agent from another person at the direction of the principal, the person delivering the security certificate warrants only that the delivering person has authority to act for the principal and does not know of any adverse claim to the certificated security.","type":"section","prefixes":["g"],"prefix":"g","entire_prefix":"g","prefix_anchor":"g","level":1,"prior_prefix":"f","next_prefix":"h"},"29":{"id":1411524,"text":"A secured party who redelivers a security certificate received, or after payment and on order of the debtor delivers the security certificate to another person, makes only the warranties of an agent under subsection (g).","type":"section","prefixes":["h"],"prefix":"h","entire_prefix":"h","prefix_anchor":"h","level":1,"prior_prefix":"g","next_prefix":"i"},"30":{"id":1411525,"text":"Except as otherwise provided in subsection (g), a broker acting for a customer makes to the issuer and a purchaser the warranties provided in subsections (a) through (f). A broker that delivers a security certificate to its customer, or causes its customer to be registered as the owner of an uncertificated security, makes to the customer the warranties provided in subsection (a) or (b), and has the rights and privileges of a purchaser under this section. The warranties of and in favor of the broker acting as an agent are in addition to applicable warranties given by and in favor of the customer.","type":"section","prefixes":["i"],"prefix":"i","entire_prefix":"i","prefix_anchor":"i","level":1,"prior_prefix":"h"}},"ancestry":[{"id":53758,"edition_id":2,"name":"Short Title and General Matters","identifier":"1","label":"part","depth":2,"order_by":1,"parent_id":53757,"metadata":{"child_laws":16,"child_structures":0},"date_created":"2026-08-02 03:21:46","date_modified":"2026-08-02 12:28:35","permalink":{"id":1510615,"object_type":"structure","relational_id":53758,"identifier":"1","token":"8.8A\/1","url":"\/8.8A\/1\/","edition_id":2,"permalink":0,"preferred":1}},{"id":53757,"edition_id":2,"name":"Commercial Code \u2014 Investment Securities","identifier":"8.8A","label":"title","depth":1,"order_by":28,"parent_id":null,"metadata":{"child_laws":52,"child_structures":6},"date_created":"2026-08-02 03:21:46","date_modified":"2026-08-02 12:28:35","permalink":{"id":1510613,"object_type":"structure","relational_id":53757,"identifier":"8.8A","token":"8.8A","url":"\/8.8A\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":378302,"structure_id":53758,"section_number":"8.8A-101","catch_line":"Short title","url":"\/8.8A-101\/","token":"8.8A\/1\/8.8A-101","metadata":false},{"id":378303,"structure_id":53758,"section_number":"8.8A-102","catch_line":"Definitions","url":"\/8.8A-102\/","token":"8.8A\/1\/8.8A-102","metadata":false},{"id":378304,"structure_id":53758,"section_number":"8.8A-103","catch_line":"Rules for determining whether certain obligations and interests are securities or financial assets","url":"\/8.8A-103\/","token":"8.8A\/1\/8.8A-103","metadata":false},{"id":378305,"structure_id":53758,"section_number":"8.8A-104","catch_line":"Acquisition of security or financial asset or interest therein","url":"\/8.8A-104\/","token":"8.8A\/1\/8.8A-104","metadata":false},{"id":378306,"structure_id":53758,"section_number":"8.8A-105","catch_line":"Notice of adverse claim","url":"\/8.8A-105\/","token":"8.8A\/1\/8.8A-105","metadata":false},{"id":378307,"structure_id":53758,"section_number":"8.8A-106","catch_line":"Control","url":"\/8.8A-106\/","token":"8.8A\/1\/8.8A-106","metadata":false},{"id":378308,"structure_id":53758,"section_number":"8.8A-107","catch_line":"Whether endorsement, instruction or entitlement order is effective","url":"\/8.8A-107\/","token":"8.8A\/1\/8.8A-107","metadata":false},{"id":378309,"structure_id":53758,"section_number":"8.8A-108","catch_line":"Warranties in direct holding","url":"\/8.8A-108\/","token":"8.8A\/1\/8.8A-108","metadata":false},{"id":378310,"structure_id":53758,"section_number":"8.8A-109","catch_line":"Warranties in indirect holding","url":"\/8.8A-109\/","token":"8.8A\/1\/8.8A-109","metadata":false},{"id":378311,"structure_id":53758,"section_number":"8.8A-110","catch_line":"Applicability; choice of law","url":"\/8.8A-110\/","token":"8.8A\/1\/8.8A-110","metadata":false},{"id":378312,"structure_id":53758,"section_number":"8.8A-111","catch_line":"Clearing corporation rules","url":"\/8.8A-111\/","token":"8.8A\/1\/8.8A-111","metadata":false},{"id":378313,"structure_id":53758,"section_number":"8.8A-112","catch_line":"Creditor's legal process","url":"\/8.8A-112\/","token":"8.8A\/1\/8.8A-112","metadata":false},{"id":378314,"structure_id":53758,"section_number":"8.8A-113","catch_line":"Statute of frauds inapplicable","url":"\/8.8A-113\/","token":"8.8A\/1\/8.8A-113","metadata":false},{"id":378315,"structure_id":53758,"section_number":"8.8A-114","catch_line":"Evidentiary rules concerning certificated securities","url":"\/8.8A-114\/","token":"8.8A\/1\/8.8A-114","metadata":false},{"id":378316,"structure_id":53758,"section_number":"8.8A-115","catch_line":"Securities intermediary and others not liable to adverse claimant","url":"\/8.8A-115\/","token":"8.8A\/1\/8.8A-115","metadata":false},{"id":378317,"structure_id":53758,"section_number":"8.8A-116","catch_line":"Securities intermediary as purchaser for value","url":"\/8.8A-116\/","token":"8.8A\/1\/8.8A-116","metadata":false}],"previous_section":{"id":378308,"structure_id":53758,"section_number":"8.8A-107","catch_line":"Whether endorsement, instruction or entitlement order is effective","url":"\/8.8A-107\/","token":"8.8A\/1\/8.8A-107","metadata":false},"next_section":{"id":378310,"structure_id":53758,"section_number":"8.8A-109","catch_line":"Warranties in indirect holding","url":"\/8.8A-109\/","token":"8.8A\/1\/8.8A-109","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.8A-108\/","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":378310,"section_number":"8.8A-109","catch_line":"Warranties in indirect holding","order_by":null,"url":"\/8.8A-109\/"},{"id":378331,"section_number":"8.8A-304","catch_line":"Endorsement","order_by":null,"url":"\/8.8A-304\/"},{"id":378332,"section_number":"8.8A-305","catch_line":"Instruction","order_by":null,"url":"\/8.8A-305\/"}],"refers_to":false,"permalink":{"id":1510645,"object_type":"law","relational_id":378309,"identifier":"8.8A-108","token":"8.8A\/1\/8.8A-108","url":"\/8.8A-108\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/8.8A-108\/","token":"8.8A\/1\/8.8A-108","dublin_core":{"Title":"Warranties in direct holding","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.8A-108","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an endorser, if the transfer is by endorsement, warrants to any subsequent purchaser, that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the certificate is genuine and has not been materially altered; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the transferor or endorser does not know of any fact<\/span> that might impair the validity of the security; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> there is no adverse claim to the security; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> the transfer does not violate any restriction on transfer; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> if the transfer is by endorsement, the endorsement is made by an appropriate person, or if the endorsement is by an agent, the agent has actual authority to act on behalf of the appropriate person; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> the transfer is otherwise effective and rightful. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> A person who originates an instruction for registration of transfer of an uncertificated security to a purchaser for value warrants to the purchaser that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the instruction is made by an appropriate person, or if the instruction is by an agent, the agent has actual authority to act on behalf of the appropriate person; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the security is valid; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> there is no adverse claim to the security; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> at the time the instruction is presented to the issuer: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

i.<\/span> the purchaser will be entitled to the registration of transfer; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

ii.<\/span> the transfer will be registered by the issuer free from all liens<\/span>, security interests, restrictions, and claims other than those specified in the instruction; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

iii.<\/span> the transfer will not violate any restriction on transfer; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

iv.<\/span> the requested transfer will otherwise be effective and rightful. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> A person who transfers an uncertificated security to a purchaser for value and does not originate an instruction in connection with the transfer warrants that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the uncertificated security is valid; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> there is no adverse claim to the security; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> the transfer does not violate any restriction on transfer; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> the transfer is otherwise effective and rightful. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> A person who endorses a security certificate warrants to the issuer that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> there is no adverse claim to the security; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the endorsement is effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> A person who originates an instruction for registration of transfer of an uncertificated security warrants to the issuer that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the instruction is effective; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> at the time the instruction is presented to the issuer the purchaser will be entitled to the registration of transfer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

f.<\/span> A person who presents a certificated security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment, or exchange, but a purchaser for value and without notice of adverse claims to whom transfer is registered warrants only that the person has no knowledge of any unauthorized signature in a necessary endorsement. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

g.<\/span> If a person acts as agent of another in delivering a certificated security to a purchaser, the identity of the principal was known to the person to whom the certificate was delivered, and the certificate delivered by the agent was received by the agent from the principal or received by the agent from another person at the direction of the principal, the person delivering the security certificate warrants only that the delivering person has authority to act for the principal and does not know of any adverse claim to the certificated security. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

h.<\/span> A secured party<\/span> who redelivers a security certificate received, or after payment and on order<\/span> of the debtor delivers the security certificate to another person, makes only the warranties of an agent under subsection (g). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

i.<\/span> Except as otherwise provided in subsection (g), a broker acting for a customer makes to the issuer and a purchaser the warranties provided in subsections (a) through (f). A broker that delivers a security certificate to its customer, or causes its customer to be registered as the owner of an uncertificated security, makes to the customer the warranties provided in subsection (a) or (b), and has the rights and privileges<\/span> of a purchaser under this section. The warranties of and in favor of the broker acting as an agent are in addition to applicable warranties given by and in favor of the customer. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nWARRANTIES IN DIRECT HOLDING (\u00a7 8.8A-108)\n\na. A person who transfers a certificated security to a purchaser for value\nwarrants to the purchaser, and an endorser, if the transfer is by endorsement,\nwarrants to any subsequent purchaser, that:\n\n 1. the certificate is genuine and has not been materially altered;\n\n 2. the transferor or endorser does not know of any fact that might impair the\n validity of the security;\n\n 3. there is no adverse claim to the security;\n\n 4. the transfer does not violate any restriction on transfer;\n\n 5. if the transfer is by endorsement, the endorsement is made by an\n appropriate person, or if the endorsement is by an agent, the agent has actual\n authority to act on behalf of the appropriate person; and\n\n 6. the transfer is otherwise effective and rightful.\n\nb. A person who originates an instruction for registration of transfer of an\nuncertificated security to a purchaser for value warrants to the purchaser that:\n\n 1. the instruction is made by an appropriate person, or if the instruction is\n by an agent, the agent has actual authority to act on behalf of the\n appropriate person;\n\n 2. the security is valid;\n\n 3. there is no adverse claim to the security; and\n\n 4. at the time the instruction is presented to the issuer:\n\ni. the purchaser will be entitled to the registration of transfer;\n\n ii. the transfer will be registered by the issuer free from all liens,\n security interests, restrictions, and claims other than those specified in the\n instruction;\n\n iii. the transfer will not violate any restriction on transfer; and\n\n iv. the requested transfer will otherwise be effective and rightful.\n\nc. A person who transfers an uncertificated security to a purchaser for value\nand does not originate an instruction in connection with the transfer warrants\nthat:\n\n 1. the uncertificated security is valid;\n\n 2. there is no adverse claim to the security;\n\n 3. the transfer does not violate any restriction on transfer; and\n\n 4. the transfer is otherwise effective and rightful.\n\nd. A person who endorses a security certificate warrants to the issuer that:\n\n 1. there is no adverse claim to the security; and\n\n 2. the endorsement is effective.\n\ne. A person who originates an instruction for registration of transfer of an\nuncertificated security warrants to the issuer that:\n\n 1. the instruction is effective; and\n\n 2. at the time the instruction is presented to the issuer the purchaser will\n be entitled to the registration of transfer.\n\nf. A person who presents a certificated security for registration of transfer or\nfor payment or exchange warrants to the issuer that the person is entitled to\nthe registration, payment, or exchange, but a purchaser for value and without\nnotice of adverse claims to whom transfer is registered warrants only that the\nperson has no knowledge of any unauthorized signature in a necessary\nendorsement.\n\ng. If a person acts as agent of another in delivering a certificated security to\na purchaser, the identity of the principal was known to the person to whom the\ncertificate was delivered, and the certificate delivered by the agent was\nreceived by the agent from the principal or received by the agent from another\nperson at the direction of the principal, the person delivering the security\ncertificate warrants only that the delivering person has authority to act for\nthe principal and does not know of any adverse claim to the certificated\nsecurity.\n\nh. A secured party who redelivers a security certificate received, or after\npayment and on order of the debtor delivers the security certificate to another\nperson, makes only the warranties of an agent under subsection (g).\n\ni. Except as otherwise provided in subsection (g), a broker acting for a\ncustomer makes to the issuer and a purchaser the warranties provided in\nsubsections (a) through (f). A broker that delivers a security certificate to\nits customer, or causes its customer to be registered as the owner of an\nuncertificated security, makes to the customer the warranties provided in\nsubsection (a) or (b), and has the rights and privileges of a purchaser under\nthis section. The warranties of and in favor of the broker acting as an agent\nare in addition to applicable warranties given by and in favor of the customer.\n\nHISTORY: 1996, c. 216.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}