{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/8.8A-306.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/8.8A-306.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/8.8A-306.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/8.8A-306.html"}],"law_id":378333,"edition_id":2,"section_id":378333,"structure_id":53760,"section_number":"8.8A-306","catch_line":"Effect of guaranteeing signature, endorsement, or instruction","history":"1996, c. 216.","full_text":"a\n\nA person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing:\n\n1\n\nthe signature was genuine;\n\n2\n\nthe signer was an appropriate person to endorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and\n\n3\n\nthe signer had legal capacity to sign.\n\nb\n\nA person who guarantees a signature of the originator of an instruction warrants that at the time of signing:\n\n1\n\nthe signature was genuine;\n\n2\n\nthe signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; and\n\n3\n\nthe signer had legal capacity to sign.\n\nc\n\nA person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under subsection (b) and also warrants that at the time the instruction is presented to the issuer:\n\n1\n\nthe person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and\n\n2\n\nthe transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction.\n\nd\n\nA guarantor under subsections (a) and (b) or a special guarantor under subsection (c) does not otherwise warrant the rightfulness of the transfer.\n\ne\n\nA person who guarantees an endorsement of a security certificate makes the warranties of a signature guarantor under subsection (a) and also warrants the rightfulness of the transfer in all respects.\n\nf\n\nA person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subsection (c) and also warrants the rightfulness of the transfer in all respects.\n\ng\n\nAn issuer may not require a special guaranty of signature, a guaranty of endorsement, or a guaranty of instruction as a condition to registration of transfer.\n\nh\n\nThe warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An endorser or originator of an instruction whose signature, endorsement, or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.\n\n","order_by":null,"text":{"0":{"id":1411632,"text":"A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing:","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"a1"},"1":{"id":1411633,"text":"the signature was genuine;","type":"section","prefixes":["a","1"],"prefix":"1","entire_prefix":"a1","prefix_anchor":"a1","level":2,"prior_prefix":"a","next_prefix":"a2"},"2":{"id":1411634,"text":"the signer was an appropriate person to endorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and","type":"section","prefixes":["a","2"],"prefix":"2","entire_prefix":"a2","prefix_anchor":"a2","level":2,"prior_prefix":"a1","next_prefix":"a3"},"3":{"id":1411635,"text":"the signer had legal capacity to sign.","type":"section","prefixes":["a","3"],"prefix":"3","entire_prefix":"a3","prefix_anchor":"a3","level":2,"prior_prefix":"a2","next_prefix":"b"},"4":{"id":1411636,"text":"A person who guarantees a signature of the originator of an instruction warrants that at the time of signing:","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a3","next_prefix":"b1"},"5":{"id":1411637,"text":"the signature was genuine;","type":"section","prefixes":["b","1"],"prefix":"1","entire_prefix":"b1","prefix_anchor":"b1","level":2,"prior_prefix":"b","next_prefix":"b2"},"6":{"id":1411638,"text":"the signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; and","type":"section","prefixes":["b","2"],"prefix":"2","entire_prefix":"b2","prefix_anchor":"b2","level":2,"prior_prefix":"b1","next_prefix":"b3"},"7":{"id":1411639,"text":"the signer had legal capacity to sign.","type":"section","prefixes":["b","3"],"prefix":"3","entire_prefix":"b3","prefix_anchor":"b3","level":2,"prior_prefix":"b2","next_prefix":"c"},"8":{"id":1411640,"text":"A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under subsection (b) and also warrants that at the time the instruction is presented to the issuer:","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b3","next_prefix":"c1"},"9":{"id":1411641,"text":"the person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and","type":"section","prefixes":["c","1"],"prefix":"1","entire_prefix":"c1","prefix_anchor":"c1","level":2,"prior_prefix":"c","next_prefix":"c2"},"10":{"id":1411642,"text":"the transfer of the uncertificated security requested in the instruction 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":["c","2"],"prefix":"2","entire_prefix":"c2","prefix_anchor":"c2","level":2,"prior_prefix":"c1","next_prefix":"d"},"11":{"id":1411643,"text":"A guarantor under subsections (a) and (b) or a special guarantor under subsection (c) does not otherwise warrant the rightfulness of the transfer.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c2","next_prefix":"e"},"12":{"id":1411644,"text":"A person who guarantees an endorsement of a security certificate makes the warranties of a signature guarantor under subsection (a) and also warrants the rightfulness of the transfer in all respects.","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d","next_prefix":"f"},"13":{"id":1411645,"text":"A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subsection (c) and also warrants the rightfulness of the transfer in all respects.","type":"section","prefixes":["f"],"prefix":"f","entire_prefix":"f","prefix_anchor":"f","level":1,"prior_prefix":"e","next_prefix":"g"},"14":{"id":1411646,"text":"An issuer may not require a special guaranty of signature, a guaranty of endorsement, or a guaranty of instruction as a condition to registration of transfer.","type":"section","prefixes":["g"],"prefix":"g","entire_prefix":"g","prefix_anchor":"g","level":1,"prior_prefix":"f","next_prefix":"h"},"15":{"id":1411647,"text":"The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An endorser or originator of an instruction whose signature, endorsement, or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.","type":"section","prefixes":["h"],"prefix":"h","entire_prefix":"h","prefix_anchor":"h","level":1,"prior_prefix":"g"}},"ancestry":[{"id":53760,"edition_id":2,"name":"Transfer of Certificated and Uncertificated Securities","identifier":"3","label":"part","depth":2,"order_by":3,"parent_id":53757,"metadata":{"child_laws":7,"child_structures":0},"date_created":"2026-08-02 03:21:51","date_modified":"2026-08-02 12:28:35","permalink":{"id":1510723,"object_type":"structure","relational_id":53760,"identifier":"3","token":"8.8A\/3","url":"\/8.8A\/3\/","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":378328,"structure_id":53760,"section_number":"8.8A-301","catch_line":"Delivery","url":"\/8.8A-301\/","token":"8.8A\/3\/8.8A-301","metadata":false},{"id":378329,"structure_id":53760,"section_number":"8.8A-302","catch_line":"Rights of purchaser","url":"\/8.8A-302\/","token":"8.8A\/3\/8.8A-302","metadata":false},{"id":378330,"structure_id":53760,"section_number":"8.8A-303","catch_line":"Protected purchaser","url":"\/8.8A-303\/","token":"8.8A\/3\/8.8A-303","metadata":false},{"id":378331,"structure_id":53760,"section_number":"8.8A-304","catch_line":"Endorsement","url":"\/8.8A-304\/","token":"8.8A\/3\/8.8A-304","metadata":false},{"id":378332,"structure_id":53760,"section_number":"8.8A-305","catch_line":"Instruction","url":"\/8.8A-305\/","token":"8.8A\/3\/8.8A-305","metadata":false},{"id":378333,"structure_id":53760,"section_number":"8.8A-306","catch_line":"Effect of guaranteeing signature, endorsement, or instruction","url":"\/8.8A-306\/","token":"8.8A\/3\/8.8A-306","metadata":false},{"id":378334,"structure_id":53760,"section_number":"8.8A-307","catch_line":"Purchaser's right to requisites for registration of transfer","url":"\/8.8A-307\/","token":"8.8A\/3\/8.8A-307","metadata":false}],"previous_section":{"id":378332,"structure_id":53760,"section_number":"8.8A-305","catch_line":"Instruction","url":"\/8.8A-305\/","token":"8.8A\/3\/8.8A-305","metadata":false},"next_section":{"id":378334,"structure_id":53760,"section_number":"8.8A-307","catch_line":"Purchaser's right to requisites for registration of transfer","url":"\/8.8A-307\/","token":"8.8A\/3\/8.8A-307","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.8A-306\/","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":false,"refers_to":false,"permalink":{"id":1510745,"object_type":"law","relational_id":378333,"identifier":"8.8A-306","token":"8.8A\/3\/8.8A-306","url":"\/8.8A-306\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/8.8A-306\/","token":"8.8A\/3\/8.8A-306","dublin_core":{"Title":"Effect of guaranteeing signature, endorsement, or instruction","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.8A-306","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the signature was genuine; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the signer was an appropriate person to endorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> the signer had legal capacity to sign. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> A person who guarantees a signature of the originator of an instruction warrants that at the time of signing: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the signature was genuine; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact<\/span>, the registered owner, as to which fact<\/span> the signature guarantor does not make a warranty; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> the signer had legal capacity to sign. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under subsection (b) and also warrants that at the time the instruction is presented to the issuer: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the transfer of the uncertificated security requested in the instruction 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

d.<\/span> A guarantor under subsections (a) and (b) or a special guarantor under subsection (c) does not otherwise warrant the rightfulness of the transfer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> A person who guarantees an endorsement of a security certificate makes the warranties of a signature guarantor under subsection (a) and also warrants the rightfulness of the transfer in all respects. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

f.<\/span> A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subsection (c) and also warrants the rightfulness of the transfer in all respects. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

g.<\/span> An issuer may not require a special guaranty of signature, a guaranty of endorsement, or a guaranty of instruction as a condition to registration of transfer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

h.<\/span> The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An endorser or originator of an instruction whose signature, endorsement, or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF GUARANTEEING SIGNATURE, ENDORSEMENT, OR INSTRUCTION (\u00a7 8.8A-306)\n\na. A person who guarantees a signature of an endorser of a security certificate\nwarrants that at the time of signing:\n\n 1. the signature was genuine;\n\n 2. the signer was an appropriate person to endorse, or if the signature is by\n an agent, the agent had actual authority to act on behalf of the appropriate\n person; and\n\n 3. the signer had legal capacity to sign.\n\nb. A person who guarantees a signature of the originator of an instruction\nwarrants that at the time of signing:\n\n 1. the signature was genuine;\n\n 2. the signer was an appropriate person to originate the instruction, or if\n the signature is by an agent, the agent had actual authority to act on behalf\n of the appropriate person, if the person specified in the instruction as the\n registered owner was, in fact, the registered owner, as to which fact the\n signature guarantor does not make a warranty; and\n\n 3. the signer had legal capacity to sign.\n\nc. A person who specially guarantees the signature of an originator of an\ninstruction makes the warranties of a signature guarantor under subsection (b)\nand also warrants that at the time the instruction is presented to the issuer:\n\n 1. the person specified in the instruction as the registered owner of the\n uncertificated security will be the registered owner; and\n\n 2. the transfer of the uncertificated security requested in the instruction\n will be registered by the issuer free from all liens, security interests,\n restrictions, and claims other than those specified in the instruction.\n\nd. A guarantor under subsections (a) and (b) or a special guarantor under\nsubsection (c) does not otherwise warrant the rightfulness of the transfer.\n\ne. A person who guarantees an endorsement of a security certificate makes the\nwarranties of a signature guarantor under subsection (a) and also warrants the\nrightfulness of the transfer in all respects.\n\nf. A person who guarantees an instruction requesting the transfer of an\nuncertificated security makes the warranties of a special signature guarantor\nunder subsection (c) and also warrants the rightfulness of the transfer in all\nrespects.\n\ng. An issuer may not require a special guaranty of signature, a guaranty of\nendorsement, or a guaranty of instruction as a condition to registration of\ntransfer.\n\nh. The warranties under this section are made to a person taking or dealing with\nthe security in reliance on the guaranty, and the guarantor is liable to the\nperson for loss resulting from their breach. An endorser or originator of an\ninstruction whose signature, endorsement, or instruction has been guaranteed is\nliable to a guarantor for any loss suffered by the guarantor as a result of\nbreach of the warranties of the guarantor.\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"}}