Va. Code Ann. § 8.9A-402 — Virginia Code / Title 8.9A / Part 4 / Section 8.9A-402
Secured party not obligated on contract of debtor or in tort
Status: in_force

The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more, does not subject a secured party to liability in contract or tort for the debtor's acts or omissions.

1964, c. 219, § 8.9-317; 2000, c. 1007 .
Va. Code Ann. § 8.9A-514 — Virginia Code / Title 8.9A / Part 5 / Subpart 1 / Section 8.9A-514
Assignment of powers of secured party of record
Status: in_force

(a) Assignment reflected on initial financing statement. Except as otherwise provided in subsection (c), an initial financing statement may reflect an assignment of all of the secured party's power to authorize an amendment to the financing statement by providing the name and mailing address of the assignee as the name and address of the secured party.

(b) Assignment of filed financing statement. Except as otherwise provided in subsection (c), a secured party of record may assign of record all or part of its power to authorize an amendment to a financing statement by filing in the filing office an amendment of the financing statement which:

(1) identifies, by its file number, the initial financing statement to which it relates;

(2) provides the name of the assignor; and

(3) provides the name and mailing address of the assignee.

(c) Assignment of record of mortgage. An assignment of record of a security interest in a fixture covered by a record of a mortgage which is effective as a financing statement filed as a fixture filing under § 8.9A-502 (c) may be made only by an assignment of record of the mortgage in the manner provided by law of the Commonwealth other than the Uniform Commercial Code.

Code 1950, §§ 43-55 , 43-65 ; 1964, c. 219, § 8.9-405; 1973, c. 509; 1975, c. 225; 1977, c. 539; 1978, c. 284; 1982, c. 652; 1984, c. 771; 1988, c. 804; 1990, c. 412; 1992, c. 784; 2000, c. 1007 .
Va. Code Ann. § 8.9A-103 — Virginia Code / Title 8.9A / Part 1 / Subpart 1 / Section 8.9A-103
Purchase-money security interest; application of payments; burden of establishing
Status: in_force

(a) Definitions. In this section:

(1) "purchase-money collateral" means goods or software that secures a purchase-money obligation incurred with respect to that collateral; and

(2) "purchase-money obligation" means an obligation of an obligor incurred as all or part of the price of the collateral or for value given to enable the debtor to acquire rights in or the use of the collateral if the value is in fact so used.

(b) Purchase-money security interest in goods. A security interest in goods is a purchase-money security interest:

(1) to the extent that the goods are purchase-money collateral with respect to that security interest;

(2) if the security interest is in inventory that is or was purchase-money collateral, also to the extent that the security interest secures a purchase-money obligation incurred with respect to other inventory in which the secured party holds or held a purchase-money security interest; and

(3) also to the extent that the security interest secures a purchase-money obligation incurred with respect to software in which the secured party holds or held a purchase-money security interest.

(c) Purchase-money security interest in software. A security interest in software is a purchase-money security interest to the extent that the security interest also secures a purchase-money obligation incurred with respect to goods in which the secured party holds or held a purchase-money security interest if:

(1) the debtor acquired its interest in the software in an integrated transaction in which it acquired an interest in the goods; and

(2) the debtor acquired its interest in the software for the principal purpose of using the software in the goods.

(d) Consignor's inventory purchase-money security interest. The security interest of a consignor in goods that are the subject of a consignment is a purchase-money security interest in inventory.

(e) Application of payment in nonconsumer-goods transaction. In a transaction other than a consumer-goods transaction, if the extent to which a security interest is a purchase-money security interest depends on the application of a payment to a particular obligation, the payment must be applied:

(1) in accordance with any reasonable method of application to which the parties agree;

(2) in the absence of the parties' agreement to a reasonable method, in accordance with any intention of the obligor manifested at or before the time of payment; or

(3) in the absence of an agreement to a reasonable method and a timely manifestation of the obligor's intention, in the following order:

(A) to obligations that are not secured; and

(B) if more than one obligation is secured, to obligations secured by purchase-money security interests in the order in which those obligations were incurred.

(f) No loss of status of purchase-money security interest in nonconsumer-goods transaction. In a transaction other than a consumer-goods transaction, a purchase-money security interest does not lose its status as such, even if:

(1) the purchase-money collateral also secures an obligation that is not a purchase-money obligation;

(2) collateral that is not purchase-money collateral also secures the purchase-money obligation; or

(3) the purchase-money obligation has been renewed, refinanced, consolidated, or restructured.

(g) Burden of proof in nonconsumer-goods transaction. In a transaction other than a consumer-goods transaction, a secured party claiming a purchase-money security interest has the burden of establishing the extent to which the security interest is a purchase-money security interest.

(h) Nonconsumer-goods transactions; no inference. The limitation of the rules in subsections (e), (f), and (g) to transactions other than consumer-goods transactions is intended to leave to the court the determination of the proper rules in consumer-goods transactions. The court may not infer from that limitation the nature of the proper rule in consumer-goods transactions and may continue to apply established approaches.

(i) Goods covered by negotiable document. The attachment of a security interest in a negotiable document is also attachment of a security interest in the goods covered by the negotiable document.

1964, c. 219, § 8.9-107; 2000, c. 1007 .
Va. Code Ann. § 8.9A-707 — Virginia Code / Title 8.9A / Part 7 / Section 8.9A-707
Amendment of preeffective-date financing statement
Status: in_force

(a) Preeffective-date financing statement. In this section, "preeffective-date financing statement" means a financing statement filed before this title takes effect.

(b) Applicable law. After this title takes effect, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the information provided in, a preeffective-date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in Part 3 (§ 8.9A-301 et seq.) of this title. However, the effectiveness of a preeffective-date financing statement also may be terminated in accordance with the law of the jurisdiction in which the financing statement is filed.

(c) Method of amending; general rule. Except as otherwise provided in subsection (d), if the law of this Commonwealth governs perfection of a security interest, the information in a preeffective-date financing statement may be amended after this title takes effect only if:

(1) the preeffective-date financing statement and an amendment are filed in the office specified in § 8.9A-501 ;

(2) an amendment is filed in the office specified in § 8.9A-501 concurrently with, or after the filing in that office of, an initial financing statement that satisfies § 8.9A-706 (c); or

(3) an initial financing statement that provides the information as amended and satisfies § 8.9A-706 (c) is filed in the office specified in § 8.9A-501 .

(d) Method of amending; continuation. If the law of this Commonwealth governs perfection of a security interest, the effectiveness of a preeffective-date financing statement may be continued only under § 8.9A-705 (d) and (f) or § 8.9A-706 .

(e) Method of amending; additional termination rule. Whether or not the law of this Commonwealth governs perfection of a security interest, the effectiveness of a preeffective-date financing statement filed in this Commonwealth may be terminated after this title takes effect by filing a termination statement in the office in which the preeffective-date financing statement is filed, unless an initial financing statement that satisfies § 8.9A-706 (c) has been filed in the office specified by the law of the jurisdiction governing perfection as provided in Part 3 (§ 8.9A-301 et seq.) of this title as the office in which to file a financing statement.

2000, c. 1007 .
Va. Code Ann. § 8.9A-208 — Virginia Code / Title 8.9A / Part 2 / Subpart 2 / Section 8.9A-208
Additional duties of secured party having control of collateral
Status: in_force

(a) Applicability of section. This section applies to cases in which there is no outstanding secured obligation and the secured party is not committed to make advances, incur obligations, or otherwise give value.

(b) Duties of secured party after receiving demand from debtor. Within 10 days after receiving a signed demand by the debtor:

(1) a secured party having control of a deposit account under § 8.9A-104 (a) (2) shall send to the bank with which the deposit account is maintained a signed record that releases the bank from any further obligation to comply with instructions originated by the secured party;

(2) a secured party having control of a deposit account under § 8.9A-104 (a) (3) shall:

(A) pay the debtor the balance on deposit in the deposit account; or

(B) transfer the balance on deposit into a deposit account in the debtor's name;

(3) a secured party, other than a buyer, having control under § 8.9A-105 of an authoritative electronic copy of a record evidencing chattel paper shall transfer control of the electronic copy to a debtor or a person designated by the debtor;

(4) a secured party having control of investment property under § 8.8A-106 (d) (2) or § 8.9A-106 (b) shall send to the securities intermediary or commodity intermediary with which the security entitlement or commodity contract is maintained a signed record that releases the securities intermediary or commodity intermediary from any further obligation to comply with entitlement orders or directions originated by the secured party;

(5) a secured party having control of a letter-of-credit right under § 8.9A-107 shall send to each person having an unfulfilled obligation to pay or deliver proceeds of the letter of credit to the secured party a signed release from any further obligation to pay or deliver proceeds of the letter of credit to the secured party;

(6) a secured party having control under § 8.7-106 of an authoritative electronic copy of an electronic document of title shall transfer control of the electronic copy to the debtor or a person designated by the debtor;

(7) a secured party having control under § 8.9A-105.1 of electronic money shall transfer control of the electronic money to the debtor or a person designated by the debtor; and

(8) a secured party having control under § 8.12-105 of a controllable electronic record, other than a buyer of a controllable account or controllable payment intangible evidenced by the controllable electronic record, shall transfer control of the controllable electronic record to the debtor or a person designated by the debtor.

2000, c. 1007 ; 2004, c. 200 ; 2024, c. 652 .
Va. Code Ann. § 8.9A-616 — Virginia Code / Title 8.9A / Part 6 / Subpart 1 / Section 8.9A-616
Explanation of calculation of surplus or deficiency
Status: in_force

(a) Definitions. In this section:

(1) "Explanation" means a record that:

(A) states the amount of the surplus or deficiency;

(B) provides an explanation in accordance with subsection (c) of how the secured party calculated the surplus or deficiency;

(C) states, if applicable, that future debits, credits, charges, including additional credit service charges or interest, rebates, and expenses may affect the amount of the surplus or deficiency; and

(D) provides a telephone number or mailing address from which additional information concerning the transaction is available.

(2) "Request" means a record:

(A) signed by a debtor or consumer obligor;

(B) requesting that the recipient provide an explanation; and

(C) sent after disposition of the collateral under § 8.9A-610 .

(b) Explanation of calculation. In a consumer-goods transaction in which the debtor is entitled to a surplus or a consumer obligor is liable for a deficiency under § 8.9A-615 , the secured party shall:

(1) send an explanation to the debtor or consumer obligor, as applicable, after the disposition and:

(A) before or when the secured party accounts to the debtor and pays any surplus or first makes demand in a record on the consumer obligor after the disposition for payment of the deficiency; and

(B) within fourteen days after receipt of a request; or

(2) in the case of a consumer obligor who is liable for a deficiency, within fourteen days after receipt of a request, send to the consumer obligor a record waiving the secured party's right to a deficiency.

(c) Required information. To comply with subsection (a) (1) (B), an explanation must provide the following information in the following order:

(1) the aggregate amount of obligations secured by the security interest under which the disposition was made, and, if the amount reflects a rebate of unearned interest or credit service charge, an indication of that fact, calculated as of a specified date:

(A) if the secured party takes or receives possession of the collateral after default, not more than thirty-five days before the secured party takes or receives possession; or

(B) if the secured party takes or receives possession of the collateral before default or does not take possession of the collateral, not more than thirty-five days before the disposition;

(2) the amount of proceeds of the disposition;

(3) the aggregate amount of the obligations after deducting the amount of proceeds;

(4) the amount, in the aggregate or by type, and types of expenses, including expenses of retaking, holding, preparing for disposition, processing, and disposing of the collateral, and attorney's fees secured by the collateral which are known to the secured party and relate to the current disposition;

(5) the amount, in the aggregate or by type, and types of credits, including rebates of interest or credit service charges, to which the obligor is known to be entitled and which are not reflected in the amount in paragraph (1); and

(6) the amount of the surplus or deficiency.

(d) Substantial compliance. A particular phrasing of the explanation is not required. An explanation complying substantially with the requirements of subsection (a) is sufficient, even if it includes minor errors that are not seriously misleading.

(e) Charges for responses. A debtor or consumer obligor is entitled without charge to one response to a request under this section during any six-month period in which the secured party did not send to the debtor or consumer obligor an explanation pursuant to subsection (b) (1). The secured party may require payment of a charge not exceeding twenty-five dollars for each additional response.

2000, c. 1007 ; 2024, c. 652 .
Va. Code Ann. § 8.9A-109 — Virginia Code / Title 8.9A / Part 1 / Subpart 2 / Section 8.9A-109
Scope
Status: in_force

(a) General scope of title. Except as otherwise provided in subsections (c) and (d), this title applies to:

(1) a transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract;

(2) an agricultural lien;

(3) a sale of accounts, chattel paper, payment intangibles, or promissory notes;

(4) a consignment;

(5) a security interest arising under §§ 8.2-401 , 8.2-505 , 8.2-711 (3), or § 8.2A-508 (5), as provided in § 8.9A-110 ; and

(6) a security interest arising under § 8.4-210 or § 8.5A-118 .

(b) Security interest in secured obligation. The application of this title to a security interest in a secured obligation is not affected by the fact that the obligation is itself secured by a transaction or interest to which this title does not apply.

(c) Extent to which title does not apply. This title does not apply to the extent that:

(1) a statute, regulation, or treaty of the United States preempts this title;

(2) another statute of this Commonwealth expressly governs the creation, perfection, priority, or enforcement of a security interest created by this Commonwealth or a governmental unit of this Commonwealth;

(3) a statute of another state, a foreign country, or a governmental unit of another state or a foreign country, other than a statute generally applicable to security interests, expressly governs creation, perfection, priority, or enforcement of a security interest created by the state, country, or governmental unit; or

(4) the rights of a transferee beneficiary or nominated person under a letter of credit are independent and superior under § 8.5A-114 .

(d) Inapplicability of title. This title does not apply to:

(1) a landlord's lien, other than an agricultural lien;

(2) a lien, other than an agricultural lien, given by statute or other rule of law for services or materials, but § 8.9A-333 applies with respect to priority of the lien;

(3) an assignment of a claim for wages, salary, or other compensation of an employee;

(4) a sale of accounts, chattel paper, payment intangibles, or promissory notes as part of a sale of the business out of which they arose;

(5) an assignment of accounts, chattel paper, payment intangibles, or promissory notes which is for the purpose of collection only;

(6) an assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract;

(7) an assignment of a single account, payment intangible, or promissory note to an assignee in full or partial satisfaction of a preexisting indebtedness;

(8) a transfer of an interest in or an assignment of a claim under a policy of insurance or contract for an annuity including a variable, other than an assignment by or to a health-care provider of a health-care-insurance receivable and any subsequent assignment of the right to payment, but §§ 8.9A-315 and 8.9A-322 apply with respect to proceeds and priorities in proceeds;

(9) an assignment of a right represented by a judgment, other than a judgment taken on a right to payment that was collateral;

(10) a right of recoupment or set-off, but:

(A) § 8.9A-340 applies with respect to the effectiveness of rights of recoupment or set-off against deposit accounts; and

(B) § 8.9A-404 applies with respect to defenses or claims of an account debtor;

(11) the creation or transfer of an interest in or lien on real property, including a lease or rents thereunder, except to the extent that provision is made for:

(A) liens on real property in §§ 8.9A-203 and 8.9A-308 ;

(B) fixtures in § 8.9A-334 ;

(C) fixture filings in §§ 8.9A-501 , 8.9A-502 , 8.9A-512 , 8.9A-516 , and 8.9A-519 ; and

(D) security agreements covering personal and real property in § 8.9A-604 ;

(12) an assignment of a claim arising in tort, other than a commercial tort claim, but §§ 8.9A-315 and 8.9A-322 apply with respect to proceeds and priorities in proceeds;

(13) an assignment of a deposit account in a consumer transaction, but §§ 8.9A-315 and 8.9A-322 apply with respect to proceeds and priorities in proceeds;

(14) a sale of promissory notes by the Commonwealth or a governmental unit of the Commonwealth in connection with or in furtherance of the exercise of the borrowing power of the Commonwealth or a governmental unit of the Commonwealth.

(e) Except as provided below, the creation, perfection, priority and enforcement of a security interest, lien or pledge created, made or granted by the Commonwealth or a governmental unit of the Commonwealth to pay or secure any bonds, notes, obligations or other debt securities issued thereby shall be governed by § 2.2-4902.1 and this title shall not apply to such a security interest, lien or pledge. Security interests, liens or pledges created by the Commonwealth or a governmental unit of this Commonwealth in goods or software, or the proceeds thereof, shall be governed by this title.

1964, c. 219, §§ 8.9-102, 8.9-104; 1973, c. 509; 1974, c. 190; 1997, c. 343 ; 2000, c. 1007 ; 2001, cc. 289 , 296 .
Va. Code Ann. § 8.9A-404 — Virginia Code / Title 8.9A / Part 4 / Section 8.9A-404
Rights acquired by assignee; claims and defenses against assignee
Status: in_force

(a) Assignee's rights subject to terms, claims, and defenses; exceptions. Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subsections (b) through (e), the rights of an assignee are subject to:

(1) all terms of the agreement between the account debtor and assignor and any defense or claim in recoupment arising from the transaction that gave rise to the contract; and

(2) any other defense or claim of the account debtor against the assignor which accrues before the account debtor receives a notification of the assignment signed by the assignor or the assignee.

(b) Account debtor's claim reduces amount owed to assignee. Subject to subsection (c) and except as otherwise provided in subsection (d), the claim of an account debtor against an assignor may be asserted against an assignee under subsection (a) only to reduce the amount the account debtor owes.

(c) Rule for individual under other law. This section is subject to law other than this title which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.

(d) Omission of required statement in consumer transaction. In a consumer transaction, if a record evidences the account debtor's obligation, law other than this title requires that the record include a statement to the effect that the account debtor's recovery against an assignee with respect to claims and defenses against the assignor may not exceed amounts paid by the account debtor under the record, and the record does not include such a statement, the extent to which a claim of an account debtor against the assignor may be asserted against an assignee is determined as if the record included such a statement.

(e) Inapplicability to health-care-insurance receivable. This section does not apply to an assignment of a health-care-insurance receivable.

1964, c. 219, § 8.9-318; 1973, c. 509; 2000, c. 1007 ; 2024, c. 652 .
Va. Code Ann. § 8.9A-323 — Virginia Code / Title 8.9A / Part 3 / Subpart 3 / Section 8.9A-323
Future advances
Status: in_force

(a) When priority based on time of advance. Except as otherwise provided in subsection (c), for purposes of determining the priority of a perfected security interest under § 8.9A-322 (a) (1), perfection of the security interest dates from the time an advance is made to the extent that the security interest secures an advance that:

(1) is made while the security interest is perfected only:

(A) under § 8.9A-309 when it attaches; or

(B) temporarily under § 8.9A-312 (e), (f), or (g); and

(2) is not made pursuant to a commitment entered into before or while the security interest is perfected by a method other than under § 8.9A-309 or § 8.9A-312 (e), (f), or (g).

(b) Lien creditor. Except as otherwise provided in subsection (c), a security interest is subordinate to the rights of a person that becomes a lien creditor to the extent that the security interest secures an advance made more than forty-five days after the person becomes a lien creditor unless the advance is made:

(1) without knowledge of the lien; or

(2) pursuant to a commitment entered into without knowledge of the lien.

(c) Buyer of receivables. Subsections (a) and (b) do not apply to a security interest held by a secured party that is a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor.

(d) Buyer of goods. Except as otherwise provided in subsection (e), a buyer of goods takes free of a security interest to the extent that it secures advances made after the earlier of:

(1) the time the secured party acquires knowledge of the buyer's purchase; or

(2) forty-five days after the purchase.

(e) Advances made pursuant to commitment; priority of buyer of goods. Subsection (d) does not apply if the advance is made pursuant to a commitment entered into without knowledge of the buyer's purchase and before the expiration of the forty-five day period.

(f) Lessee of goods. Except as otherwise provided in subsection (g), a lessee of goods takes the leasehold interest free of a security interest to the extent that it secures advances made after the earlier of:

(1) the time the secured party acquires knowledge of the lease; or

(2) forty-five days after the lease contract becomes enforceable.

(g) Advances made pursuant to commitment: priority of lessee of goods. Subsection (f) does not apply if the advance is made pursuant to a commitment entered into without knowledge of the lease and before the expiration of the forty-five day period.

Code 1950, § 43-27; 1964, c. 219, §§ 8.9-301, 8.9-307, 8.9-312; 1966, c. 557; 1973, c. 509; 1983, c. 204; 1984, c. 613; 1991, c. 536, § 8.2A-307; 1996, c. 216 ; 2000, c. 1007 ; 2024, c. 652 .
Va. Code Ann. § 8.9A-505 — Virginia Code / Title 8.9A / Part 5 / Subpart 1 / Section 8.9A-505
Filing and compliance with other statutes and treaties for consignments, leases, other bailments, and other transactions
Status: in_force

(a) Use of terms other than "debtor" and "secured party." A consignor, lessor, or other bailor of goods, a licensor, or a buyer of a payment intangible or promissory note may file a financing statement, or may comply with a statute or treaty described in § 8.9A-311 (a), using the terms "consignor," "consignee," "lessor," "lessee," "bailor," "bailee," "licensor," "licensee," "owner," "registered owner," "buyer," "seller," or words of similar import, instead of the terms "secured party" and "debtor."

(b) Effect of financing statement under subsection (a). This part applies to the filing of a financing statement under subsection (a) and, as appropriate, to compliance that is equivalent to filing a financing statement under § 8.9A-311 (b), but the filing or compliance is not of itself a factor in determining whether the collateral secures an obligation. If it is determined for another reason that the collateral secures an obligation, a security interest held by the consignor, lessor, bailor, licensor, owner, or buyer which attaches to the collateral is perfected by the filing or compliance.

1973, c. 509, § 8.9-408; 2000, c. 1007 .
Va. Code Ann. § 8.9A-520 — Virginia Code / Title 8.9A / Part 5 / Subpart 2 / Section 8.9A-520
Acceptance and refusal to accept record
Status: in_force

(a) Mandatory refusal to accept record. A filing office shall refuse to accept a record for filing for a reason set forth in § 8.9A-516 (b) and may refuse to accept a record for filing only for a reason set forth in § 8.9A-516 (b).

(b) Communication concerning refusal. If a filing office refuses to accept a record for filing, it shall communicate to the person that presented the record the fact of and reason for the refusal and the date and time the record would have been filed had the filing office accepted it. The communication must be made at the time and in the manner prescribed by filing-office rule but, in the case of a filing office described in § 8.9A-501 (a) (2), in no event more than five business days after the filing office receives the record.

(c) When filed financing statement effective. A filed financing statement satisfying § 8.9A-502 (a) and (b) is effective, even if the filing office is required to refuse to accept it for filing under subsection (a). However, § 8.9A-338 applies to a filed financing statement providing information described in § 8.9A-516 (b) (5) which is incorrect at the time the financing statement is filed.

(d) Separate application to multiple debtors. If a record communicated to a filing office provides information that relates to more than one debtor, this part applies as to each debtor separately.

2000, c. 1007 .
Va. Code Ann. § 8.9A-403 — Virginia Code / Title 8.9A / Part 4 / Section 8.9A-403
Agreement not to assert defenses against assignee
Status: in_force

(a) "Value." In this section, "value" has the meaning provided in § 8.3A-303 (a).

(b) Agreement not to assert claim or defense. Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor is enforceable by an assignee that takes an assignment:

(1) for value;

(2) in good faith;

(3) without notice of a claim of a property or possessory right to the property assigned; and

(4) without notice of a defense or claim in recoupment of the type that may be asserted against a person entitled to enforce a negotiable instrument under § 8.3A-305 (a).

(c) When subsection (b) not applicable. Subsection (b) does not apply to defenses of a type that may be asserted against a holder in due course of a negotiable instrument under § 8.3A-305 (b).

(d) Omission of required statement in consumer transaction. In a consumer transaction, if a record evidences the account debtor's obligation, law other than this title requires that the record include a statement to the effect that the rights of an assignee are subject to claims or defenses that the account debtor could assert against the original obligee, and the record does not include such a statement:

(1) the record has the same effect as if the record included such a statement; and

(2) the account debtor may assert against an assignee those claims and defenses that would have been available if the record included such a statement.

(e) Rule for individual under other law. This section is subject to law other than this title which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.

(f) Other law not displaced. Except as otherwise provided in subsection (d), this section does not displace law other than this title which gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee.

1964, c. 219, § 8.9-206; 2000, c. 1007 .
Va. Code Ann. § 8.9A-339 — Virginia Code / Title 8.9A / Part 3 / Subpart 3 / Section 8.9A-339
Priority subject to subordination
Status: in_force

This title does not preclude subordination by agreement by a person entitled to priority.

1964, c. 219, § 8.9-316; 2000, c. 1007 .
Va. Code Ann. § 8.9A-620 — Virginia Code / Title 8.9A / Part 6 / Subpart 1 / Section 8.9A-620
Acceptance of collateral in full or partial satisfaction of obligation; compulsory disposition of collateral
Status: in_force

(a) Conditions to acceptance in satisfaction. Except as otherwise provided in subsection (g), a secured party may accept collateral in full or partial satisfaction of the obligation it secures only if:

(1) the debtor consents to the acceptance under subsection (c);

(2) the secured party does not receive, within the time set forth in subsection (d), a notification of objection to the proposal signed by:

(A) a person to which the secured party was required to send a proposal under § 8.9A-621 ; or

(B) any other person, other than the debtor, holding an interest in the collateral subordinate to the security interest that is the subject of the proposal;

(3) subsection (e) does not require the secured party to dispose of the collateral or the debtor waives the requirement pursuant to § 8.9A-624 .

(b) Purported acceptance ineffective. A purported or apparent acceptance of collateral under this section is ineffective unless:

(1) the secured party consents to the acceptance in a signed record or sends a proposal to the debtor; and

(2) the conditions of subsection (a) are met.

(c) Debtor's consent. For purposes of this section:

(1) a debtor consents to an acceptance of collateral in partial satisfaction of the obligation it secures only if the debtor agrees to the terms of the acceptance in a record signed after default; and

(2) a debtor consents to an acceptance of collateral in full satisfaction of the obligation it secures only if the debtor agrees to the terms of the acceptance in a record signed after default or the secured party:

(A) sends to the debtor after default a proposal that is unconditional or subject only to a condition that collateral not in the possession of the secured party be preserved or maintained;

(B) in the proposal, proposes to accept collateral in full satisfaction of the obligation it secures; and

(C) does not receive a notification of objection signed by the debtor within twenty days after the proposal is sent.

(d) Effectiveness of notification. To be effective under subsection (a) (2), a notification of objection must be received by the secured party:

(1) in the case of a person to which the proposal was sent pursuant to § 8.9A-621 , within twenty days after notification was sent to that person; and

(2) in other cases:

(A) within twenty days after the last notification was sent pursuant to § 8.9A-621 ; or

(B) if a notification was not sent, before the debtor consents to the acceptance under subsection (c).

(e) Mandatory disposition of consumer goods.

A secured party that has taken possession of collateral shall dispose of the collateral pursuant to § 8.9A-610 within the time specified in subsection (f) if:

(1) sixty percent of the cash price has been paid in the case of a purchase-money security interest in consumer goods; or

(2) sixty percent of the principal amount of the obligation secured has been paid in the case of a nonpurchase-money security interest in consumer goods.

(f) Compliance with mandatory disposition requirement. To comply with subsection (e), the secured party shall dispose of the collateral:

(1) within ninety days after taking possession; or

(2) within any longer period to which the debtor and all secondary obligors have agreed in an agreement to that effect entered into and signed after default.

(g) No partial satisfaction in consumer transaction. In a consumer transaction, a secured party may not accept collateral in partial satisfaction of the obligation it secures.

Code 1950, § 55-93; 1964, cc. 219, 410, § 8.9-505; 1973, c. 509; 2000, c. 1007 ; 2024, c. 652 .
Va. Code Ann. § 8.9A-521 — Virginia Code / Title 8.9A / Part 5 / Subpart 2 / Section 8.9A-521
Repealed
Status: repealed

Repealed by Acts 2012, c. 155 , cl. 2, effective July 1, 2013.
Va. Code Ann. § 8.9A-322 — Virginia Code / Title 8.9A / Part 3 / Subpart 3 / Section 8.9A-322
Priorities among conflicting security interests in and agricultural liens on same collateral
Status: in_force

(a) General priority rules. Except as otherwise provided in this section, priority among conflicting security interests and agricultural liens in the same collateral is determined according to the following rules:

(1) Conflicting perfected security interests and agricultural liens rank according to priority in time of filing or perfection. Priority dates from the earlier of the time a filing covering the collateral is first made or the security interest or agricultural lien is first perfected, if there is no period thereafter when there is neither filing nor perfection.

(2) A perfected security interest or agricultural lien has priority over a conflicting unperfected security interest or agricultural lien.

(3) The first security interest or agricultural lien to attach or become effective has priority if conflicting security interests and agricultural liens are unperfected.

(b) Time of perfection; proceeds and supporting obligations. For the purposes of subsection (a) (1):

(1) the time of filing or perfection as to a security interest in collateral is also the time of filing or perfection as to a security interest in proceeds; and

(2) the time of filing or perfection as to a security interest in collateral supported by a supporting obligation is also the time of filing or perfection as to a security interest in the supporting obligation.

(c) Special priority rules: proceeds and supporting obligations. Except as otherwise provided in subsection (f), a security interest in collateral which qualifies for priority over a conflicting security interest under §§ 8.9A-327 , 8.9A-328 , 8.9A-329 , 8.9A-330 or § 8.9A-331 also has priority over a conflicting security interest in:

(1) any supporting obligation for the collateral; and

(2) proceeds of the collateral if:

(A) the security interest in proceeds is perfected;

(B) the proceeds are cash proceeds or of the same type as the collateral; and

(C) in the case of proceeds that are proceeds of proceeds, all intervening proceeds are cash proceeds, proceeds of the same type as the collateral, or an account relating to the collateral.

(e) Applicability of subsection (d). Subsection (d) applies only if the proceeds of the collateral are not cash proceeds, chattel paper, negotiable documents, instruments, investment property, or letter-of-credit rights.

(f) Limitations on subsections (a) through (e). Subsections (a) through (e) are subject to:

(1) subsection (g) and the other provisions of this part;

(2) § 8.4-210 with respect to a security interest of a collecting bank;

(3) § 8.5A-118 with respect to a security interest of an issuer or nominated person; and

(4) § 8.9A-110 with respect to a security interest arising under Title 8.2 or Title 8.2A.

(g) Priority under agricultural lien statute. A perfected agricultural lien on collateral has priority over a conflicting security interest in or agricultural lien on the same collateral if the statute creating the agricultural lien so provides.

Code 1950, § 43-27 ; 1964, c. 219, § 8.9-312; 1966, c. 557; 1973, c. 509; 1983, c. 204; 1984, c. 613; 1996, c. 216 ; 2000, c. 1007 .
Va. Code Ann. § 8.9A-703 — Virginia Code / Title 8.9A / Part 7 / Section 8.9A-703
Security interest perfected before effective date
Status: in_force

(a) Continuing priority over lien creditor; perfection requirements satisfied. A security interest that is enforceable immediately before this title takes effect and would have priority over the rights of a person that becomes a lien creditor at that time is a perfected security interest under this title if, when this takes effect, the applicable requirements for enforceability and perfection under this title are satisfied without further action.

(b) Continuing priority over lien creditor; perfection requirements not satisfied. Except as otherwise provided in § 8.9A-705 , if, immediately before this title takes effect, a security interest is enforceable and would have priority over the rights of a person that becomes a lien creditor at that time, but the applicable requirements for enforceability or perfection under this title are not satisfied when this takes effect, the security interest:

(1) is a perfected security interest for one year after this takes effect;

(2) remains enforceable thereafter only if the security interest becomes enforceable under § 8.9A-203 before the year expires; and

(3) remains perfected thereafter only if the applicable requirements for perfection under this title are satisfied before the year expires.

(c) Notwithstanding subsections (a) and (b) of this section, a lien, pledge or security interest granted by the Commonwealth or a governmental unit of the Commonwealth prior to July 1, 2001, which is enforceable immediately before July 1, 2001, and would have priority over the rights of a person that becomes a lien creditor at that time, shall remain enforceable and continue to have such priority on or after July 1, 2001.

2000, c. 1007 ; 2001, cc. 289 , 296 .
Va. Code Ann. § 8.9A-519 — Virginia Code / Title 8.9A / Part 5 / Subpart 2 / Section 8.9A-519
Numbering, maintaining, and indexing records; communicating information provided in records
Status: in_force

(a) Filing office duties. For each record filed in a filing office, the filing office shall:

(1) assign a unique number to the filed record;

(2) create a record that bears the number assigned to the filed record and the date and time of filing;

(3) maintain the filed record for public inspection; and

(4) index the filed record in accordance with subsections (c), (d), and (e).

(b) File number. A file number assigned after January 1, 2002, must include a digit that:

(1) is mathematically derived from or related to the other digits of the file number; and

(2) aids the filing office in determining whether a number communicated as the file number includes a single-digit or transpositional error.

(c) Indexing; general. Except as otherwise provided in subsections (d) and (e), the filing office shall:

(1) index an initial financing statement according to the name of the debtor and index all filed records relating to the initial financing statement in a manner that associates with one another an initial financing statement and all filed records relating to the initial financing statement; and

(2) index a record that provides a name of a debtor which was not previously provided in the financing statement to which the record relates also according to the name that was not previously provided.

(d) Indexing; real-property-related financing statement. If a financing statement is filed as a fixture filing or covers as-extracted collateral or timber to be cut, it must be filed for record and the filing office shall index it:

(1) under the names of the debtor and of each owner of record shown on the financing statement as if they were the mortgagors under a mortgage of the real property described; and

(2) to the extent that the law of the Commonwealth provides for indexing of records of mortgages under the name of the mortgagee, under the name of the secured party as if the secured party were the mortgagee thereunder, or, if indexing is by description, as if the financing statement were a record of a mortgage of the real property described.

(e) Indexing; real-property-related assignment. If a financing statement is filed as a fixture filing or covers as-extracted collateral or timber to be cut, the filing office shall index an assignment filed under § 8.9A-514 (a) or an amendment filed under § 8.9A-514 (b):

(1) under the name of the assignor as grantor; and

(2) to the extent that the law of the Commonwealth provides for indexing a record of the assignment of a mortgage under the name of the assignee, under the name of the assignee.

(f) Retrieval and association capability. The filing office shall maintain a capability:

(1) to retrieve a record by the name of the debtor and by the file number assigned to the initial financing statement to which the record relates; and

(2) to associate and retrieve with one another an initial financing statement and each filed record relating to the initial financing statement.

(g) Removal of debtor's name. The filing office may not remove a debtor's name from the index until one year after the effectiveness of a financing statement naming the debtor lapses under § 8.9A-515 with respect to all secured parties of record.

(h) Timeliness of filing office performance. The filing office shall perform the acts required by subsections (a) through (e) at the time and in the manner prescribed by filing-office rule, but not later than five business days after the filing office receives the record in question.

(i) Inapplicability to real-property-related filing office. Subsections (b) and (h) do not apply to a filing office described in § 8.9A-501 (a) (1).

1964, c. 219, § 8.9-403; 1973, c. 509; 1975, c. 225; 1976, c. 536; 1977, c. 539; 1978, c. 284; 1982, c. 652; 1984, cc. 40, 771; 1985, c. 297; 1988, c. 804; 1990, cc. 89, 412; 1992, c. 784; 2000, c. 1007 .
Va. Code Ann. § 8.9A-523 — Virginia Code / Title 8.9A / Part 5 / Subpart 2 / Section 8.9A-523
Information from filing office; sale or license of records
Status: in_force

(a) Acknowledgment of filing written record. -- If a person that files a written record requests an acknowledgment of the filing, the filing office shall send to the person an image of the record showing the number assigned to the record pursuant to § 8.9A-519 (a) (1) and the date and time of the filing of the record. However, if the person furnishes a copy of the record to the filing office, the filing office may instead:

(1) note upon the copy the number assigned to the record pursuant to § 8.9A-519 (a) (1) and the date and time of the filing of the record; and

(2) send the copy to the person.

(b) Acknowledgment of filing other record. -- If a person files a record other than a written record, the filing office shall communicate to the person an acknowledgment that provides:

(1) the information in the record;

(2) the number assigned to the record pursuant to § 8.9A-519 (a) (1); and

(3) the date and time of the filing of the record.

(c) Communication of requested information. -- The filing office shall communicate or otherwise make available in a record the following information to any person that requests it:

(1) whether there is on file on a date and time specified by the filing office, but not a date earlier than six business days before the filing office receives the request, any financing statement that:

(A) designates a particular debtor or, if the request so states, designates a particular debtor at the address specified in the request;

(B) has not lapsed under § 8.9A-515 with respect to all secured parties of record; and

(C) if the request so states, has lapsed under § 8.9A-515 and a record of which is maintained by the filing office under § 8.9A-522 (a);

(2) the date and time of filing of each financing statement; and

(3) the information provided in each financing statement.

(d) Medium for communicating information. -- In complying with its duty under subsection (c), the filing office may communicate information in any medium or, in the alternative, may provide the requestor with a list of persons that provide private record research services. However, if requested, the filing office shall communicate information by issuing its written certificate.

(e) Timeliness of filing office performance. -- The filing office shall perform the acts required by subsections (a) through (d) at the time and in the manner prescribed by filing-office rule, but not later than five business days after the filing office receives the request.

(f) Public availability of records. -- At least weekly, the State Corporation Commission shall offer to sell or license to the public on a nonexclusive basis, in bulk, copies of all records filed in it under this part, in every medium from time to time available to the filing office.

2000, c. 1007 ; 2002, c. 244 .
Va. Code Ann. § 8.9A-330 — Virginia Code / Title 8.9A / Part 3 / Subpart 3 / Section 8.9A-330
Priority of purchaser of chattel paper or instrument
Status: in_force

(a) Purchaser's priority; security interest claimed merely as proceeds. A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed merely as proceeds of inventory subject to a security interest if:

(1) in good faith and in the ordinary course of the purchaser's business, the purchaser gives new value, takes possession of each authoritative tangible copy of the record evidencing the chattel paper, and obtains control under § 8.9A-105 of each authoritative electronic copy of the record evidencing the chattel paper; and

(2) the authoritative copies of the record evidencing the chattel paper do not indicate that the chattel paper has been assigned to an identified assignee other than the purchaser.

(b) Purchaser's priority; other security interests. A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed other than merely as proceeds of inventory subject to a security interest if the purchaser gives new value, takes possession of each authoritative tangible copy of the record evidencing the chattel paper, and obtains control under § 8.9A-105 of each authoritative electronic copy evidencing the chattel paper in good faith, in the ordinary course of the purchaser's business, and without knowledge that the purchase violates the rights of the secured party.

(c) Chattel paper purchaser's priority in proceeds. Except as otherwise provided in § 8.9A-327 , a purchaser having priority in chattel paper under subsection (a) or (b) also has priority in proceeds of the chattel paper to the extent that:

(1) Section 8.9A-322 provides for priority in the proceeds; or

(2) the proceeds consist of the specific goods covered by the chattel paper or cash proceeds of the specific goods, even if the purchaser's security interest in the proceeds is unperfected.

(d) Instrument purchaser's priority. Except as otherwise provided in § 8.9A-331 (a), a purchaser of an instrument has priority over a security interest in the instrument perfected by a method other than possession if the purchaser gives value and takes possession of the instrument in good faith and without knowledge that the purchase violates the rights of the secured party.

(e) Holder of purchase-money security interest gives new value. For purposes of subsections (a) and (b), the holder of a purchase-money security interest in inventory gives new value for chattel paper constituting proceeds of the inventory.

(f) Indication of assignment gives knowledge. For purposes of subsections (b) and (d), if the authoritative copies of the record evidencing chattel paper or an instrument indicate that the chattel paper or instrument has been assigned to an identified secured party other than the purchaser, a purchaser of the chattel paper or instrument has knowledge that the purchase violates the rights of the secured party.

Code 1950, §§ 6-558, 6-559; 1964, c. 219, § 8.9-308; 1973, c. 509; 2000, c. 1007 ; 2024, c. 652 .
Va. Code Ann. § 8.9A-334 — Virginia Code / Title 8.9A / Part 3 / Subpart 3 / Section 8.9A-334
Priority of security interests in fixtures and crops
Status: in_force

(a) Security interest in fixtures under this title. A security interest under this title may be created in goods that are fixtures or may continue in goods that become fixtures. A security interest does not exist under this title in ordinary building materials incorporated into an improvement on land.

(b) Security interest in fixtures under real property law. This title does not prevent creation of an encumbrance upon fixtures under real property law.

(c) General rule; subordination of security interest in fixtures. In cases not governed by subsections (d) through (h), a security interest in fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the related real property other than the debtor.

(d) Fixtures purchase-money priority. Except as otherwise provided in subsection (h), a perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property and:

(1) the security interest is a purchase-money security interest;

(2) the interest of the encumbrancer or owner arises before the goods become fixtures; and

(3) the security interest is perfected by a fixture filing before the goods become fixtures or within twenty days thereafter.

(e) Priority of security interest in fixtures over interests in real property. A perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if:

(1) the debtor has an interest of record in the real property or is in possession of the real property and the security interest:

(A) is perfected by a fixture filing before the interest of the encumbrancer or owner is of record; and

(B) has priority over any conflicting interest of a predecessor in title of the encumbrancer or owner;

(2) before the goods become fixtures, the security interest is perfected by any method permitted by this title and the fixtures are readily removable:

(A) factory or office machines;

(B) equipment that is not primarily used or leased for use in the operation of the real property; or

(C) replacements of domestic appliances that are consumer goods;

(3) the conflicting interest is a lien on the real property obtained by legal or equitable proceedings after the security interest was perfected by any method permitted by this title; or

(4) the security interest is:

(A) created in a manufactured home in a manufactured-home transaction; and

(B) perfected pursuant to a statute described in § 8.9A-311 (a) (2).

(f) Priority based on consent, disclaimer, or right to remove. A security interest in fixtures, whether or not perfected, has priority over a conflicting interest of an encumbrancer or owner of the real property if:

(1) the encumbrancer or owner has, in a signed record, consented to the security interest or disclaimed an interest in the goods as fixtures; or

(2) the debtor has a right to remove the goods as against the encumbrancer or owner.

(g) Continuation of subdivision (f) (2) priority. The priority of the security interest under subdivision (f) (2) continues for a reasonable time if the debtor's right to remove the goods as against the encumbrancer or owner terminates.

(h) Priority of construction mortgage. A mortgage is a construction mortgage to the extent that it secures an obligation incurred for the construction of an improvement on land, including the acquisition cost of the land, if a recorded record of the mortgage so indicates. Except as otherwise provided in subsections (e) and (f), a security interest in fixtures is subordinate to a construction mortgage if a record of the mortgage is recorded before the goods become fixtures and the goods become fixtures before the completion of the construction. A mortgage has this priority to the same extent as a construction mortgage to the extent that it is given to refinance a construction mortgage.

(i) Priority of security interest in crops. A perfected security interest in crops growing on real property has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property.

(j) Subsection (i) prevails. Subsection (i) prevails over any inconsistent provisions of the following statutes.

1964, c. 219, § 8.9-313; 1973, c. 509; 1983, c. 204; 2000, c. 1007 ; 2024, c. 652 .
Va. Code Ann. § 8.9A-708 — Virginia Code / Title 8.9A / Part 7 / Section 8.9A-708
Persons entitled to file initial financing statement or continuation statement
Status: in_force

A person may file an initial financing statement or a continuation statement under this part if:

(1) the secured party of record authorizes the filing; and

(2) the filing is necessary under this part:

(A) to continue the effectiveness of a financing statement filed before this title takes effect; or

(B) to perfect or continue the perfection of a security interest.

2000, c. 1007 .
Va. Code Ann. § 8.9A-304 — Virginia Code / Title 8.9A / Part 3 / Subpart 1 / Section 8.9A-304
Law governing perfection and priority of security interests in deposit accounts
Status: in_force

(a) Law of bank's jurisdiction governs. The local law of a bank's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a deposit account maintained with that bank even if the transaction does not bear any relation to the bank's jurisdiction.

(b) Bank's jurisdiction. The following rules determine a bank's jurisdiction for purposes of this part:

(1) If an agreement between the bank and the debtor governing the deposit account expressly provides that a particular jurisdiction is the bank's jurisdiction for purposes of this part, this title, or the Uniform Commercial Code, that jurisdiction is the bank's jurisdiction.

(2) If paragraph (1) does not apply and an agreement between the bank and its customer governing the deposit account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the bank's jurisdiction.

(3) If neither paragraph (1) nor paragraph (2) applies and an agreement between the bank and its customer governing the deposit account expressly provides that the deposit account is maintained at an office in a particular jurisdiction, that jurisdiction is the bank's jurisdiction.

(4) If none of the preceding paragraphs applies, the bank's jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the customer's account is located.

(5) If none of the preceding paragraphs applies, the bank's jurisdiction is the jurisdiction in which the chief executive office of the bank is located.

2000, c. 1007 ; 2024, c. 652 .
Va. Code Ann. § 8.9A-506 — Virginia Code / Title 8.9A / Part 5 / Subpart 1 / Section 8.9A-506
Effect of errors or omissions
Status: in_force

(a) Minor errors and omissions. A financing statement substantially satisfying the requirements of this part is effective, even if it has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading.

(b) Financing statement seriously misleading. Except as otherwise provided in subsection (c), a financing statement that fails sufficiently to provide the name of the debtor in accordance with § 8.9A-503 (a) is seriously misleading.

(c) Financing statement not seriously misleading. If a search of the records of the filing office under the debtor's correct name, using the filing office's standard search logic, if any, would disclose a financing statement that fails sufficiently to provide the name of the debtor in accordance with § 8.9A-503 (a), the name provided does not make the financing statement seriously misleading.

(d) "Debtor's correct name." For purposes of § 8.9A-508 (b), the "debtor's correct name" in subsection (c) means the correct name of the new debtor.

1964, c. 219, § 8.9-402; 1966, c. 649; 1973, c. 509; 1976, c. 536; 1977, c. 539; 1978, cc. 284, 285; 1982, c. 652; 1999, c. 96 ; 2000, c. 1007 .
Va. Code Ann. § 8.9A-526 — Virginia Code / Title 8.9A / Part 5 / Subpart 2 / Section 8.9A-526
Promulgation of rules
Status: in_force

(a) The State Corporation Commission shall promulgate and make available to the public such rules as it deems necessary to implement this title. Such rules shall be promulgated in accordance with applicable law.

(b) When adopting such rules and establishing filing office practices, the Commission shall make an effort to keep such rules and practices in harmony with the rules and practices of other jurisdictions which enact substantially similar legislation and, to the extent feasible, to keep the technology it uses compatible with the technology used by such other jurisdictions. To this end, the Commission shall consult with such other jurisdictions, and take into account the most recent version of any Model Rules proposed by the International Association of Commercial Administrators, or any successor organization.

2000, c. 1007 ; 2012, c. 155 .
Va. Code Ann. § 8.9A-317 — Virginia Code / Title 8.9A / Part 3 / Subpart 3 / Section 8.9A-317
Interests that take priority over or take free of security interest or agricultural lien
Status: in_force

(a) Conflicting security interests and rights of lien creditors. A security interest or agricultural lien is subordinate to the rights of:

(1) a person entitled to priority under § 8.9A-322 ; and

(2) except as otherwise provided in subsection (e), a person that becomes a lien creditor before the earlier of the time:

(A) the security interest or agricultural lien is perfected; or

(B) one of the conditions specified in subdivision (b)(3) of § 8.9A-203 is met and a financing statement covering the collateral is filed.

(b) Buyers that receive delivery. Except as otherwise provided in subsection (e), a buyer, other than a secured party, of goods, instruments, tangible documents, or a certificated security takes free of a security interest or agricultural lien if the buyer gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.

(c) Lessees that receive delivery. Except as otherwise provided in subsection (e), a lessee of goods takes free of a security interest or agricultural lien if the lessee gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.

(d) Licensees and buyers of certain collateral. Subject to subsections (f) through (i), a licensee of a general intangible or a buyer, other than a secured party, of collateral other than electronic money, goods, instruments, tangible documents, or a certificated security takes free of a security interest if the licensee or buyer gives value without knowledge of the security interest and before it is perfected.

(e) Purchase-money security interest. Except as otherwise provided in §§ 8.9A-320 and 8.9A-321 , if a person files a financing statement with respect to a purchase-money security interest before or within twenty days after the debtor receives delivery of the collateral, the security interest takes priority over the rights of a buyer, lessee, or lien creditor which arise between the time the security interest attaches and the time of filing.

(f) Buyers of chattel paper. A buyer, other than a secured party, of chattel paper takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and:

(1) receives delivery of each authoritative tangible copy of the record evidencing the chattel paper; and

(2) if each authoritative electronic copy of the record evidencing the chattel paper can be subjected to control under § 8.9A-105 , obtains control of each authoritative electronic copy.

(g) Buyers of electronic documents. A buyer of an electronic document takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and, if each authoritative electronic copy of the document can be subjected to control under § 8.7-106 , obtains control of each authoritative electronic copy.

(h) Buyers of controllable electronic records. A buyer of a controllable electronic record takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and obtains control of the controllable electronic record.

(i) Buyers of controllable accounts and controllable payment intangibles. A buyer, other than a secured party, of a controllable account or a controllable payment intangible takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and obtains control of the controllable account or controllable payment intangible.

1964, c. 219, § 8.9-301; 1973, c. 509; 1983, c. 204; 1991, c. 536, § 8.2A-307; 1996, c. 216 ; 2000, c. 1007 ; 2004, c. 200 ; 2012, c. 155 ; 2024, c. 652 .
Va. Code Ann. § 8.9A-307 — Virginia Code / Title 8.9A / Part 3 / Subpart 1 / Section 8.9A-307
Location of debtor
Status: in_force

(a)"Place of business." In this section, "place of business" means a place where a debtor conducts its affairs.

(b) Debtor's location; general rules. Except as otherwise provided in this section, the following rules determine a debtor's location:

(1) A debtor who is an individual is located at the individual's principal residence.

(2) A debtor that is an organization and has only one place of business is located at its place of business.

(3) A debtor that is an organization and has more than one place of business is located at its chief executive office.

(c) Limitation of applicability of subsection (b). Subsection (b) applies only if a debtor's residence, place of business, or chief executive office, as applicable, is located in a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, recording, or registration system as a condition or result of the security interest's obtaining priority over the rights of a lien creditor with respect to the collateral. If subsection (b) does not apply, the debtor is located in the District of Columbia.

(d) Continuation of location; cessation of existence, etc. A person that ceases to exist, have a residence, or have a place of business continues to be located in the jurisdiction specified by subsections (b) and (c).

(e) Location of registered organization organized under state law. A registered organization that is organized under the law of a state is located in that state.

(f) Location of registered organization organized under federal law; bank branches and agencies. Except as otherwise provided in subsection (i), a registered organization that is organized under the law of the United States and a branch or agency of a bank that is not organized under the law of the United States or a state are located:

(1) in the state that the law of the United States designates, if the law designates a state of location;

(2) in the state that the registered organization, branch, or agency designates, if the law of the United States authorizes the registered organization, branch, or agency to designate its state of location, including by designating its main office, home office, or other comparable office; or

(3) in the District of Columbia, if neither paragraph (1) nor paragraph (2) applies.

(g) Continuation of location; change in status of registered organization. A registered organization continues to be located in the jurisdiction specified by subsection (e) or (f) notwithstanding:

(1) the suspension, revocation, forfeiture, or lapse of the registered organization's status as such in its jurisdiction of organization; or

(2) the dissolution, winding up, or cancellation of the existence of the registered organization.

(h) Location of United States. The United States is located in the District of Columbia.

(i) Location of foreign bank branch or agency if licensed in only one state. A branch or agency of a bank that is not organized under the law of the United States or a state is located in the state in which the branch or agency is licensed, if all branches and agencies of the bank are licensed in only one state.

(j) Location of foreign air carrier. A foreign air carrier under the Federal Aviation Act of 1958, as amended, is located at the designated office of the agent upon which service of process may be made on behalf of the carrier.

(k) Applies only to this part. This section applies only for purposes of this part.

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 .
Va. Code Ann. § 8.9A-312 — Virginia Code / Title 8.9A / Part 3 / Subpart 2 / Section 8.9A-312
Perfection of security interests in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, documents, goods covered by documents, instruments, investment property, letter-of-credit rights, and money; perfection by permissive filing, temporary perfection without filing or transfer of possession
Status: in_force

(a) Perfection by filing permitted. A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, instruments, investment property, or negotiable documents may be perfected by filing.

(b) Control or possession of certain collateral. Except as otherwise provided in § 8.9A-315 (c) and (d) for proceeds:

(1) a security interest in a deposit account may be perfected only by control under § 8.9A-314 ;

(2) except as otherwise provided in § 8.9A-308 (d), a security interest in a letter-of-credit right may be perfected only by control under § 8.9A-314 ;

(3) a security interest in tangible money may be perfected only by the secured party's taking possession under § 8.9A-313 ; and

(4) a security interest in electronic money may be perfected only by control under § 8.9A-314 .

(c) Goods covered by negotiable document. While goods are in the possession of a bailee that has issued a negotiable document covering the goods:

(1) a security interest in the goods may be perfected by perfecting a security interest in the document; and

(2) a security interest perfected in the document has priority over any security interest that becomes perfected in the goods by another method during that time.

(d) Goods covered by nonnegotiable document. While goods are in the possession of a bailee that has issued a nonnegotiable document covering the goods, a security interest in the goods may be perfected by:

(1) issuance of a document in the name of the secured party;

(2) the bailee's receipt of notification of the secured party's interest; or

(3) filing as to the goods.

(e) Temporary perfection; new value. A security interest in certificated securities, negotiable documents, or instruments is perfected without filing or the taking of possession or control for a period of 20 days from the time it attaches to the extent that it arises for new value given under a signed security agreement.

(f) Temporary perfection; goods or documents made available to debtor. A perfected security interest in a negotiable document or goods in possession of a bailee, other than one that has issued a negotiable document for the goods, remains perfected for 20 days without filing if the secured party makes available to the debtor the goods or documents representing the goods for the purpose of:

(1) ultimate sale or exchange; or

(2) loading, unloading, storing, shipping, transshipping, manufacturing, processing, or otherwise dealing with them in a manner preliminary to their sale or exchange.

(g) Temporary perfection; delivery of security certificate or instrument to debtor. A perfected security interest in a certificated security or instrument remains perfected for 20 days without filing if the secured party delivers the security certificate or instrument to the debtor for the purpose of:

(1) ultimate sale or exchange; or

(2) presentation, collection, enforcement, renewal, or registration of transfer.

(h) Expiration of temporary perfection. After the 20-day period specified in subsection (e), (f), or (g) expires, perfection depends upon compliance with this title.

1973, c. 509, § 8.9-304; 1984, c. 613; 1996, c. 216 , § 8 .9-115; 1997, c. 343 ; 2000, c. 1007 ; 2004, c. 200 ; 2024, c. 652 .
Va. Code Ann. § 8.9A-512 — Virginia Code / Title 8.9A / Part 5 / Subpart 1 / Section 8.9A-512
Amendment of financing statement
Status: in_force

(a) Amendment of information in financing statement. Subject to § 8.9A-509 , a person may add or delete collateral covered by, continue or terminate the effectiveness of, or, subject to subsection (e), otherwise amend the information provided in, a financing statement by filing an amendment that:

(1) identifies, by its file number, the initial financing statement to which the amendment relates; and

(2) if the amendment relates to an initial financing statement filed or recorded in a filing office described in § 8.9A-501 (a) (1), provides the information specified in § 8.9A-502 (b).

(b) Period of effectiveness not affected. Except as otherwise provided in § 8.9A-515 , the filing of an amendment does not extend the period of effectiveness of the financing statement.

(c) Effectiveness of amendment adding collateral. A financing statement that is amended by an amendment that adds collateral is effective as to the added collateral only from the date of the filing of the amendment.

(d) Effectiveness of amendment adding debtor. A financing statement that is amended by an amendment that adds a debtor is effective as to the added debtor only from the date of the filing of the amendment.

(e) Certain amendments ineffective. An amendment is ineffective to the extent it:

(1) purports to delete all debtors and fails to provide the name of a debtor to be covered by the financing statement; or

(2) purports to delete all secured parties of record and fails to provide the name of a new secured party of record.

1964, c. 219, § 8.9-402; 1966, c. 649; 1973, c. 509; 1976, c. 536; 1977, c. 539; 1978, cc. 284, 285; 1982, c. 652; 1999, c. 96 ; 2000, c. 1007 .
Va. Code Ann. § 8.9A-507 — Virginia Code / Title 8.9A / Part 5 / Subpart 1 / Section 8.9A-507
Effect of certain events on effectiveness of financing statement
Status: in_force

(a) Disposition. A filed financing statement remains effective with respect to collateral that is sold, exchanged, leased, licensed, or otherwise disposed of and in which a security interest or agricultural lien continues, even if the secured party knows of or consents to the disposition.

(b) Information becoming seriously misleading. Except as otherwise provided in subsection (c) and § 8.9A-508 , a financing statement is not rendered ineffective if, after the financing statement is filed, the information provided in the financing statement becomes seriously misleading under § 8.9A-506 .

(c) Change in debtor's name. If the name that a filed financing statement provides for a debtor becomes insufficient as the name of the debtor under § 8.9A-503 (a) so that the financing statement becomes seriously misleading under § 8.9A-506 :

(1) the financing statement is effective to perfect a security interest in collateral acquired by the debtor before, or within four months after, the filed financing statement becomes seriously misleading; and

(2) the financing statement is not effective to perfect a security interest in collateral acquired by the debtor more than four months after the filed financing statement becomes seriously misleading, unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed within four months after that event.

1964, c. 219, § 8.9-402; 1966, c. 649; 1973, c. 509; 1976, c. 536; 1977, c. 539; 1978, cc. 284, 285; 1982, c. 652; 1999, c. 96 ; 2000, c. 1007 ; 2012, c. 155 .
Va. Code Ann. § 8.9A-306.1 — Virginia Code / Title 8.9A / Part 3 / Subpart 1 / Section 8.9A-306.1
Law governing perfection and priority of security interests in chattel paper
Status: in_force

(a) Chattel paper evidenced by authoritative electronic copy. Except as provided in subsection (d), if chattel paper is evidenced only by an authoritative electronic copy of the chattel paper or is evidenced by an authoritative electronic copy and an authoritative tangible copy, the local law of the chattel paper's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the chattel paper, even if the transaction does not bear any relation to the chattel paper's jurisdiction.

(b) Chattel paper's jurisdiction. The following rules determine the chattel paper's jurisdiction under this section:

(1) If the authoritative electronic copy of the record evidencing chattel paper, or a record attached to or logically associated with the electronic copy and readily available for review, expressly provides that a particular jurisdiction is the chattel paper's jurisdiction for purposes of this part, this article, or the Uniform Commercial Code, that jurisdiction is the chattel paper's jurisdiction.

(2) If paragraph (1) does not apply and the rules of the system in which the authoritative electronic copy is recorded are readily available for review and expressly provide that a particular jurisdiction is the chattel paper's jurisdiction for purposes of this part, this article, or the Uniform Commercial Code, that jurisdiction is the chattel paper's jurisdiction.

(3) If paragraphs (1) and (2) do not apply and the authoritative electronic copy, or a record attached to or logically associated with the electronic copy and readily available for review, expressly provides that the chattel paper is governed by the law of a particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction.

(4) If paragraphs (1), (2), and (3) do not apply and the rules of the system in which the authoritative electronic copy is recorded are readily available for review and expressly provide that the chattel paper or the system is governed by the law of a particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction.

(5) If paragraphs (1) through (4) do not apply, the chattel paper's jurisdiction is the jurisdiction in which the debtor is located.

(c) Chattel paper evidenced by authoritative tangible copy. If an authoritative tangible copy of a record evidences chattel paper and the chattel paper is not evidenced by an authoritative electronic copy, while the authoritative tangible copy of the record evidencing chattel paper is located in a jurisdiction, the local law of that jurisdiction governs:

(1) perfection of a security interest in the chattel paper by possession under § 8.9A-314.1 ; and

(2) the effect of perfection or nonperfection and the priority of a security interest in the chattel paper.

(d) When perfection governed by law of jurisdiction where debtor located. The local law of the jurisdiction in which the debtor is located governs perfection of a security interest in chattel paper by filing.

2024, c. 652 .
Va. Code Ann. § 8.9A-504 — Virginia Code / Title 8.9A / Part 5 / Subpart 1 / Section 8.9A-504
Indication of collateral
Status: in_force

A financing statement sufficiently indicates the collateral that it covers if the financing statement provides:

(1) a description of the collateral pursuant to § 8.9A-108 ; or

(2) an indication that the financing statement covers all assets or all personal property.

1964, c. 219, § 8.9-402; 1966, c. 649; 1973, c. 509; 1976, c. 536; 1977, c. 539; 1978, cc. 284, 285; 1982, c. 652; 1999, c. 96 ; 2000, c. 1007 .
Va. Code Ann. § 8.9A-202 — Virginia Code / Title 8.9A / Part 2 / Subpart 1 / Section 8.9A-202
Title to collateral immaterial
Status: in_force

Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles, or promissory notes, the provisions of this title with regard to rights and obligations apply whether title to collateral is in the secured party or the debtor.

1964, c. 219, § 8.9-202; 2000, c. 1007 .
Va. Code Ann. § 8.9A-327 — Virginia Code / Title 8.9A / Part 3 / Subpart 3 / Section 8.9A-327
Priority of security interests in deposit account
Status: in_force

The following rules govern priority among conflicting security interests in the same deposit account:

(1) A security interest held by a secured party having control of the deposit account under § 8.9A-104 has priority over a conflicting security interest held by a secured party that does not have control.

(2) Except as otherwise provided in paragraphs (3) and (4), security interests perfected by control under § 8.9A-314 rank according to priority in time of obtaining control.

(3) Except as otherwise provided in paragraph (4), a security interest held by the bank with which the deposit account is maintained has priority over a conflicting security interest held by another secured party.

(4) A security interest perfected by control under § 8.9A-104 (a) (3) has priority over a security interest held by the bank with which the deposit account is maintained.

1996, c. 216 , § 8.9-115; 2000, c. 1007 .
Va. Code Ann. § 8.9A-622 — Virginia Code / Title 8.9A / Part 6 / Subpart 1 / Section 8.9A-622
Effect of acceptance of collateral
Status: in_force

(a) Effect of acceptance. A secured party's acceptance of collateral in full or partial satisfaction of the obligation it secures:

(1) discharges the obligation to the extent consented to by the debtor;

(2) transfers to the secured party all of a debtor's rights in the collateral;

(3) discharges the security interest or agricultural lien that is the subject of the debtor's consent and any subordinate security interest or other subordinate lien; and

(4) terminates any other subordinate interest.

(b) Discharge of subordinate interest notwithstanding noncompliance. A subordinate interest is discharged or terminated under subsection (a), even if the secured party fails to comply with this title.

2000, c. 1007 .
Va. Code Ann. § 8.9A-110 — Virginia Code / Title 8.9A / Part 1 / Subpart 2 / Section 8.9A-110
Security interests arising under Title 8.2 or Title 8.2A
Status: in_force

A security interest arising under §§ 8.2-401 , 8.2-505 , 8.2-711 (3), or § 8.2A-508 (5) is subject to this title. However, until the debtor obtains possession of the goods:

(1) the security interest is enforceable, even if subdivision (b) (3) of § 8.9A-203 has not been satisfied;

(2) filing is not required to perfect the security interest;

(3) the rights of the secured party after default by the debtor are governed by Title 8.2 or Title 8.2A; and

(4) the security interest has priority over a conflicting security interest created by the debtor.

1964, c. 219, § 8.9-113; 1991, c. 536; 2000, c. 1007 .
Va. Code Ann. § 8.9A-336 — Virginia Code / Title 8.9A / Part 3 / Subpart 3 / Section 8.9A-336
Commingled goods
Status: in_force

(a) "Commingled goods." In this section, "commingled goods" means goods that are physically united with other goods in such a manner that their identity is lost in a product or mass.

(b) No security interest in commingled goods as such. A security interest does not exist in commingled goods as such. However, a security interest may attach to a product or mass that results when goods become commingled goods.

(c) Attachment of security interest to product or mass. If collateral becomes commingled goods, a security interest attaches to the product or mass.

(d) Perfection of security interest. If a security interest in collateral is perfected before the collateral becomes commingled goods, the security interest that attaches to the product or mass under subsection (c) is perfected.

(e) Priority of security interest. Except as otherwise provided in subsection (f), the other provisions of this part determine the priority of a security interest that attaches to the product or mass under subsection (c).

(f) Conflicting security interests in product or mass. If more than one security interest attaches to the product or mass under subsection (c), the following rules determine priority:

(1) a security interest that is perfected under subsection (d) has priority over a security interest that is unperfected at the time the collateral becomes commingled goods.

(2) if more than one security interest is perfected under subsection (d), the security interests rank equally in proportion to the value of the collateral at the time it became commingled goods.

2000, c. 1007 .
Va. Code Ann. § 8.9A-205 — Virginia Code / Title 8.9A / Part 2 / Subpart 1 / Section 8.9A-205
Use or disposition of collateral permissible
Status: in_force

(a) When security interest not invalid or fraudulent. A security interest is not invalid or fraudulent against creditors solely because:

(1) the debtor has the right or ability to:

(A) use, commingle, or dispose of all or part of the collateral, including returned or repossessed goods;

(B) collect, compromise, enforce, or otherwise deal with collateral;

(C) accept the return of collateral or make repossessions; or

(D) use, commingle, or dispose of proceeds; or

(2) the secured party fails to require the debtor to account for proceeds or replace collateral.

(b) Requirements of possession not relaxed. This section does not relax the requirements of possession if attachment, perfection, or enforcement of a security interest depends upon possession of the collateral by the secured party.

1964, c. 219, § 8.9-205; 1973; c. 509; 2000, c. 1007 .
Va. Code Ann. § 8.9A-611 — Virginia Code / Title 8.9A / Part 6 / Subpart 1 / Section 8.9A-611
Notification before disposition of collateral
Status: in_force

(a) "Notification date." In this section, "notification date" means the earlier of the date on which:

(1) a secured party sends to the debtor and any secondary obligor a signed notification of disposition; or

(2) the debtor and any secondary obligor waive the right to notification.

(b) Notification of disposition required. Except as otherwise provided in subsection (d), a secured party that disposes of collateral under § 8.9A-610 shall send to the persons specified in subsection (c) a reasonable signed notification of disposition.

(c) Persons to be notified. To comply with subsection (b), the secured party shall send a signed notification of disposition to:

(1) the debtor;

(2) any secondary obligor; and

(3) if the collateral is other than consumer goods:

(A) any other person from which the secured party has received, before the notification date, a signed notification of a claim of an interest in the collateral;

(B) any other secured party or lienholder that, ten days before the notification date, held a security interest in or other lien on the collateral perfected by the filing of a financing statement that:

(i) identified the collateral;

(ii) was indexed under the debtor's name as of that date; and

(iii) was filed in the office in which to file a financing statement against the debtor covering the collateral as of that date; and

(C) any other secured party that, ten days before the notification date, held a security interest in the collateral perfected by compliance with a statute, regulation, or treaty described in § 8.9A-311 (a).

(d) Subsection (b) inapplicable; perishable collateral; recognized market. Subsection (b) does not apply if the collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market.

(e) Compliance with subsection (c) (3) (B). A secured party complies with the requirement for notification prescribed by subsection (c) (3) (B) if:

(1) not later than twenty days or earlier than thirty days before the notification date, the secured party requests, in a commercially reasonable manner, information concerning financing statements indexed under the debtor's name in the office indicated in subsection (c) (3) (B); and

(2) before the notification date, the secured party:

(A) did not receive a response to the request for information; or

(B) received a response to the request for information and sent a signed notification of disposition to each secured party or other lienholder named in that response whose financing statement covered the collateral.

1964, c. 219, § 8.9-504; 1973, c. 509; 2000, c. 1007 ; 2024, c. 652 .
Va. Code Ann. § 8.9A-341 — Virginia Code / Title 8.9A / Part 3 / Subpart 4 / Section 8.9A-341
Bank's rights and duties with respect to deposit account
Status: in_force

Except as otherwise provided in § 8.9A-340 (c), and unless the bank otherwise agrees in a signed record, a bank's rights and duties with respect to a deposit account maintained with the bank are not terminated, suspended, or modified by:

(1) the creation, attachment, or perfection of a security interest in the deposit account;

(2) the bank's knowledge of the security interest; or

(3) the bank's receipt of instructions from the secured party.

2000, c. 1007 ; 2024, c. 652 .
Va. Code Ann. § 8.9A-518 — Virginia Code / Title 8.9A / Part 5 / Subpart 1 / Section 8.9A-518
Claim concerning inaccurate or wrongfully filed record
Status: in_force

(a) Statement with respect to record indexed under person's name. A person may file in the filing office an information statement with respect to a record indexed there under the person's name if the person believes that the record is inaccurate or was wrongfully filed.

(b) Contents of statement under subsection (a). An information statement under subsection (a) must:

(1) identify the record to which it relates by the file number assigned to the initial financing statement to which the record relates;

(2) indicate that it is an information statement; and

(3) provide the basis for the person's belief that the record is inaccurate and indicate the manner in which the person believes the record should be amended to cure any inaccuracy or provide the basis for the person's belief that the record was wrongfully filed.

(c) Statement by secured party of record. A person may file in the filing office an information statement with respect to a record filed there if the person is a secured party of record with respect to the financing statement to which the record relates and believes that the person that filed the record was not entitled to do so under § 8.9A-509 (d).

(d) Contents of statement under subsection (c). An information statement under subsection (c) must:

(1) identify the record to which it relates by the file number assigned to the initial financing statement to which the record relates;

(2) indicate that it is an information statement; and

(3) provide the basis for the person's belief that the person that filed the record was not entitled to do so under § 8.9A-509 (d).

(e) Record not affected by information statement. The filing of an information statement does not affect the effectiveness of an initial financing statement or other filed record.

2000, c. 1007 ; 2012, c. 155 .
Va. Code Ann. § 8.9A-610 — Virginia Code / Title 8.9A / Part 6 / Subpart 1 / Section 8.9A-610
Disposition of collateral after default
Status: in_force

(a) Disposition after default. After default, a secured party may sell, lease, license, or otherwise dispose of any or all of the collateral in its present condition or following any commercially reasonable preparation or processing.

(b) Commercially reasonable disposition. Every aspect of a disposition of collateral, including the method, manner, time, place, and other terms, must be commercially reasonable. If commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at any time and place and on any terms.

(c) Purchase by secured party. A secured party may purchase collateral:

(1) at a public disposition; or

(2) at a private disposition only if the collateral is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations.

(d) Warranties on disposition. A contract for sale, lease, license, or other disposition includes the warranties relating to title, possession, quiet enjoyment, and the like which by operation of law accompany a voluntary disposition of property of the kind subject to the contract.

(e) Disclaimer of warranties. A secured party may disclaim or modify warranties under subsection (d):

(1) in a manner that would be effective to disclaim or modify the warranties in a voluntary disposition of property of the kind subject to the contract of disposition; or

(2) by communicating to the purchaser a record evidencing the contract for disposition and including an express disclaimer or modification of the warranties.

(f) Record sufficient to disclaim warranties. A record is sufficient to disclaim warranties under subsection (e) if it indicates "There is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition" or uses words of similar import.

1964, c. 219, § 8.9-504; 1973, c. 509; 2000, c. 1007 .
Va. Code Ann. § 8.9A-329 — Virginia Code / Title 8.9A / Part 3 / Subpart 3 / Section 8.9A-329
Priority of security interests in letter-of-credit right
Status: in_force

The following rules govern priority among conflicting security interests in the same letter-of-credit right:

(1) A security interest held by a secured party having control of the letter-of-credit right under § 8.9A-107 has priority to the extent of its control over a conflicting security interest held by a secured party that does not have control.

(2) Security interests perfected by control under § 8.9A-314 rank according to priority in time of obtaining control.

2000, c. 1007 .
Va. Code Ann. § 8.9A-321 — Virginia Code / Title 8.9A / Part 3 / Subpart 3 / Section 8.9A-321
Licensee of general intangible and lessee of goods in ordinary course of business
Status: in_force

(a) "Licensee in ordinary course of business." In this section, "licensee in ordinary course of business" means a person that becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangible, and in the ordinary course from a person in the business of licensing general intangibles of that kind. A person becomes a licensee in the ordinary course if the license to the person comports with the usual or customary practices in the kind of business in which the licensor is engaged or with the licensor's own usual or customary practices.

(b) Rights of licensee in ordinary course of business. A licensee in ordinary course of business takes its rights under a nonexclusive license free of a security interest in the general intangible created by the licensor, even if the security interest is perfected and the licensee knows of its existence.

(c) Rights of lessee in ordinary course of business. A lessee in ordinary course of business takes its leasehold interest free of a security interest in the goods created by the lessor, even if the security interest is perfected and the lessee knows of its existence.

1991, c. 536, §§ 8.2A-103 , 8.2A-307 ; 2000, c. 1007 .
Va. Code Ann. § 8.9A-105 — Virginia Code / Title 8.9A / Part 1 / Subpart 1 / Section 8.9A-105
Control of electronic copy of record evidencing chattel paper
Status: in_force

(a) General rule: control of electronic copy of a record evidencing chattel paper. A secured party has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper reliably establishes the purchaser as the person to which the authoritative electronic copy was assigned.

(b) Single authoritative copy. A system satisfies subsection (a) if the record or records evidencing the chattel paper are created, stored, and assigned in a manner that:

(1) a single authoritative copy of the record or records exists which is unique, identifiable, and, except as otherwise provided in paragraphs (4), (5), and (6), unalterable;

(2) the authoritative copy identifies the purchaser as the assignee of the record or records;

(3) the authoritative copy is communicated to and maintained by the purchaser or its designated custodian;

(4) copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the purchaser;

(5) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and

(6) any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.

(c) One or more authoritative copies. A system satisfies subsection (a), and a purchaser has control of an authoritative electronic copy of a record evidencing chattel paper, if the electronic copy, a record attached to or logically associated with the electronic copy, or a system in which the electronic copy is recorded:

(1) enables the purchaser readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy;

(2) enables the purchaser readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as the assignee of the authoritative electronic copy; and

(3) gives the purchaser exclusive power, subject to subsection (d), to:

(A) prevent others from adding or changing an identified assignee of the authoritative electronic copy; and

(B) transfer control of the authoritative electronic copy.

(d) Meaning of exclusive. Subject to subsection (e), a power is exclusive under subsection (c)(3)(A) and (B) even if:

(1) the authoritative electronic copy, a record attached to or logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of the authoritative electronic copy or has a protocol programmed to cause a change, including a transfer or loss of control; or

(2) the power is shared with another person.

(e) When power not shared with another person. A power of a purchaser is not shared with another person under subsection (d)(2) and the purchaser's power is not exclusive if:

(1) the purchaser 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 purchaser; or

(B) is the transferor to the purchaser of an interest in the chattel paper.

(f) Presumption of exclusivity of certain powers. If a purchaser has the powers specified in subsection (c)(3)(A) and (B), the powers are presumed to be exclusive.

(g) Obtaining control through another person. A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if another person, other than the transferor to the purchaser of an interest in the chattel paper:

(1) has control of the authoritative electronic copy and acknowledges that it has control on behalf of the purchaser; or

(2) obtains control of the authoritative electronic copy after having acknowledged that it will obtain control of the electronic copy on behalf of the purchaser.

2000, c. 1007 ; 2012, c. 155 ; 2024, c. 652 .
Va. Code Ann. § 8.9A-515 — Virginia Code / Title 8.9A / Part 5 / Subpart 1 / Section 8.9A-515
Duration and effectiveness of financing statement; effect of lapsed financing statement
Status: in_force

(a) Five-year effectiveness. Except as otherwise provided in subsections (b), (e), (f), and (g), a filed financing statement is effective for a period of five years after the date of filing.

(b) Public-finance or manufactured-home transaction. Except as otherwise provided in subsections (e), (f), and (g), an initial financing statement filed in connection with a public-finance transaction or manufactured-home transaction is effective for a period of thirty years after the date of filing if it indicates that it is filed in connection with a public-finance transaction or manufactured-home transaction.

(c) Lapse and continuation of financing statement. The effectiveness of a filed financing statement lapses on the expiration of the period of its effectiveness unless before the lapse a continuation statement is filed pursuant to subsection (d). Upon lapse, a financing statement ceases to be effective and any security interest or agricultural lien that was perfected by the financing statement becomes unperfected, unless the security interest is perfected otherwise. If the security interest or agricultural lien becomes unperfected upon lapse, it is deemed never to have been perfected as against a purchaser of the collateral for value.

(d) When continuation statement may be filed. A continuation statement may be filed only within six months before the expiration of the five-year period specified in subsection (a) or the thirty-year period specified in subsection (b), whichever is applicable.

(e) Effect of filing continuation statement. Except as otherwise provided in § 8.9A-510 , upon timely filing of a continuation statement, the effectiveness of the initial financing statement continues for a period of five years commencing on the day on which the financing statement would have become ineffective in the absence of the filing. Upon the expiration of the five-year period, the financing statement lapses in the same manner as provided in subsection (c), unless, before the lapse, another continuation statement is filed pursuant to subsection (d). Succeeding continuation statements may be filed in the same manner to continue the effectiveness of the initial financing statement.

(f) Transmitting utility financing statement. If a debtor is a transmitting utility and a filed initial financing statement so indicates, the financing statement is effective until a termination statement is filed.

(g) Record of mortgage as financing statement. A record of a mortgage that is effective as a financing statement filed as a fixture filing under § 8.9A-502 (c) remains effective as a financing statement filed as a fixture filing until the mortgage is released or satisfied of record or its effectiveness otherwise terminates as to the real property.

1964, c. 219, § 8.9-403; 1973, c. 509; 1975, c. 225; 1976, c. 536; 1977, c. 539; 1978, c. 284; 1982, c. 652; 1984, cc. 40, 771; 1985, c. 297; 1988, c. 804; 1990, cc. 89, 412; 1992, c. 784; 2000, c. 1007 ; 2012, c. 155 .
Va. Code Ann. § 8.9A-328 — Virginia Code / Title 8.9A / Part 3 / Subpart 3 / Section 8.9A-328
Priority of security interests in investment property
Status: in_force

The following rules govern priority among conflicting security interests in the same investment property:

(1) A security interest held by a secured party having control of investment property under § 8.9A-106 has priority over a security interest held by a secured party that does not have control of the investment property.

(2) Except as otherwise provided in paragraphs (3) and (4), conflicting security interests held by secured parties each of which has control under § 8.9A-106 rank according to priority in time of:

(A) if the collateral is a security, obtaining control;

(B) if the collateral is a security entitlement carried in a securities account and:

(i) if the secured party obtained control under § 8.8A-106 (d) (1), the secured party's becoming the person for which the securities account is maintained;

(ii) if the secured party obtained control under § 8.8A-106 (d) (2), the securities intermediary's agreement to comply with the secured party's entitlement orders with respect to security entitlements carried or to be carried in the securities account; or

(iii) if the secured party obtained control through another person under § 8.8A-106 (d) (3), the time on which priority would be based under this paragraph if the other person were the secured party; or

(C) if the collateral is a commodity contract carried with a commodity intermediary, the satisfaction of the requirement for control specified in § 8.9A-106 (b) (2) with respect to commodity contracts carried or to be carried with the commodity intermediary.

(3) A security interest held by a securities intermediary in a security entitlement or a securities account maintained with the securities intermediary has priority over a conflicting security interest held by another secured party.

(4) A security interest held by a commodity intermediary in a commodity contract or a commodity account maintained with the commodity intermediary has priority over a conflicting security interest held by another secured party.

(5) A security interest in a certificated security in registered form which is perfected by taking delivery under § 8.9A-313 (a) and not by control under § 8.9A-314 has priority over a conflicting security interest perfected by a method other than control.

(6) Conflicting security interests created by a broker, securities intermediary, or commodity intermediary which are perfected without control under § 8.9A-106 rank equally.

(7) In all other cases, priority among conflicting security interests in investment property is governed by §§ 8.9A-322 and 8.9A-323 .

1996, c. 216 , § 8.9-115; 2000, c. 1007 .
Va. Code Ann. § 8.9A-308 — Virginia Code / Title 8.9A / Part 3 / Subpart 2 / Section 8.9A-308
When security interest or agricultural lien is perfected; continuity of perfection
Status: in_force

(a) Perfection of security interest. Except as otherwise provided in this section and § 8.9A-309 , a security interest is perfected if it has attached and all of the applicable requirements for perfection in §§ 8.9A-310 through 8.9A-316 have been satisfied. A security interest is perfected when it attaches if the applicable requirements are satisfied before the security interest attaches.

(b) Perfection of agricultural lien. An agricultural lien is perfected if it has become effective and all of the applicable requirements for perfection in § 8.9A-310 have been satisfied. An agricultural lien is perfected when it becomes effective if the applicable requirements are satisfied before the agricultural lien becomes effective.

(c) Continuous perfection; perfection by different methods. A security interest or agricultural lien is perfected continuously if it is originally perfected by one method under this title and is later perfected by another method under this title, without an intermediate period when it was unperfected.

(d) Supporting obligation. Perfection of a security interest in collateral also perfects a security interest in a supporting obligation for the collateral.

(e) Lien securing right to payment. Perfection of a security interest in a right to payment or performance also perfects a security interest in a security interest, mortgage, or other lien on personal or real property securing the right.

(f) Security entitlement carried in securities account. Perfection of a security interest in a securities account also perfects a security interest in the security entitlements carried in the securities account.

(g) Commodity contract carried in commodity account. Perfection of a security interest in a commodity account also perfects a security interest in the commodity contracts carried in the commodity account.

1964, c. 219, § 8.9-302; 1973, c. 509; 1984, c. 613; 1996, c. 216 , § 8.9-115; 1997, c. 343 ; 2000, c. 1007 .
Va. Code Ann. § 8.9A-802 — Virginia Code / Title 8.9A / Part 8 / Section 8.9A-802
Savings clause
Status: in_force

(a) Pre-effective-date transactions or liens. Except as otherwise provided in this part, the 2013 amendments apply to a transaction or lien within its scope, even if the transaction or lien was entered into or created before July 1, 2013.

(b) Pre-effective-date proceedings. The 2013 amendments do not affect an action, case, or proceeding commenced before July 1, 2013.

2012, c. 155 .
Va. Code Ann. § 8.9A-315 — Virginia Code / Title 8.9A / Part 3 / Subpart 2 / Section 8.9A-315
Secured party's rights on disposition of collateral and in proceeds
Status: in_force

(a) Disposition of collateral; continuation of security interest or agricultural lien; proceeds. Except as otherwise provided in this title and in § 8.2-403 (2):

(1) a security interest or agricultural lien continues in collateral notwithstanding sale, lease, license, exchange, or other disposition thereof unless the secured party authorized the disposition free of the security interest or agricultural lien; and

(2) a security interest attaches to any identifiable proceeds of collateral.

(b) When commingled proceeds identifiable. Proceeds that are commingled with other property are identifiable proceeds:

(1) if the proceeds are goods, to the extent provided by § 8.9A-336 ; and

(2) if the proceeds are not goods, to the extent that the secured party identifies the proceeds by a method of tracing, including application of equitable principles, that is permitted under law other than this title with respect to commingled property of the type involved.

(c) Perfection of security interest in proceeds. A security interest in proceeds is a perfected security interest if the security interest in the original collateral was perfected.

(d) Continuation of perfection. A perfected security interest in proceeds becomes unperfected on the twenty-first day after the security interest attaches to the proceeds unless:

(1) the following conditions are satisfied:

(A) a filed financing statement covers the original collateral;

(B) the proceeds are collateral in which a security interest may be perfected by filing in the office in which the financing statement has been filed; and

(C) the proceeds are not acquired with cash proceeds;

(2) the proceeds are identifiable cash proceeds; or

(3) the security interest in the proceeds is perfected other than under subsection (c) when the security interest attaches to the proceeds or within twenty days thereafter.

(e) When perfected security interest in proceeds becomes unperfected. If a filed financing statement covers the original collateral, a security interest in proceeds which remains perfected under subsection (d) (1) becomes unperfected at the later of:

(1) when the effectiveness of the filed financing statement lapses under § 8.9A-515 or is terminated under § 8.9A-513 ; or

(2) the twenty-first day after the security interest attaches to the proceeds.

1964, c. 219, § 8.9-306; 1973, c. 509; 1983, c. 204; 1996, c. 216 ; 2000, c. 1007 .
Va. Code Ann. § 8.9A-525 — Virginia Code / Title 8.9A / Part 5 / Subpart 2 / Section 8.9A-525
Fees
Status: in_force

(a) Initial financing statement or other record; general rule. -- Except as otherwise provided in subsection (e), the fee for filing and indexing a record under this part is twenty dollars.

(b) [Repealed.]

(c) Number of names. -- The number of names required to be indexed does not affect the amount of the fee in subsection (a).

(d) Response to information request. -- The fee for responding to a request for information from the filing office, other than the State Corporation Commission, including for issuing a certificate showing whether there is on file any financing statement naming a particular debtor, is twenty dollars. The fees for responding to requests for information from the State Corporation Commission made pursuant to this title are governed by § 12.1-21.1 .

(e) Record of mortgage. -- This section does not require a fee with respect to a record of a mortgage which is effective as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut under § 8.9A-502 (c). However, the recording and satisfaction fees that otherwise would be applicable to the record of the mortgage apply.

2000, c. 1007 ; 2002, c. 71 .
Va. Code Ann. § 8.9A-105.1 — Virginia Code / Title 8.9A / Part 1 / Subpart 1 / Section 8.9A-105.1
Control of electronic money
Status: in_force

(a) General rule: control of electronic money. A person has control of electronic money if:

(1) the electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded gives the person:

(A) power to avail itself of substantially all the benefit from the electronic money; and

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

(i) prevent others from availing themselves of substantially all the benefit from the electronic money; and

(ii) transfer control of the electronic money to another person or cause another person to obtain control of other electronic money as a result of the transfer of the electronic money; and

(2) the electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded 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 under 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 electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded limits the use of the electronic money or has a protocol programmed to cause a change, including a transfer or loss of control; 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'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 electronic money.

(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 electronic money if another person, other than the transferor to the person of an interest in the electronic money:

(1) has control of the electronic money and acknowledges that it has control on behalf of the person; or

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

2024, c. 652 .
Va. Code Ann. § 8.9A-342 — Virginia Code / Title 8.9A / Part 3 / Subpart 4 / Section 8.9A-342
Bank's right to refuse to enter into or disclose existence of control agreement
Status: in_force

This title does not require a bank to enter into an agreement of the kind described in § 8.9A-104 (a) (2), even if its customer so requests or directs. A bank that has entered into such an agreement is not required to confirm the existence of the agreement to another person unless requested to do so by its customer.

2000, c. 1007 .
Va. Code Ann. § 8.9A-612 — Virginia Code / Title 8.9A / Part 6 / Subpart 1 / Section 8.9A-612
Timeliness of notification before disposition of collateral
Status: in_force

A notification of disposition sent after default and ten days or more before the earliest time of disposition set forth in the notification is considered sent within a reasonable time before the disposition.

2000, c. 1007 .
Va. Code Ann. § 8.9A-401 — Virginia Code / Title 8.9A / Part 4 / Section 8.9A-401
Alienability of debtor's rights
Status: in_force

(a) Other law governs alienability; exceptions. Except as otherwise provided in subsection (b) and §§ 8.9A-406 through 8.9A-409 , whether a debtor's rights in collateral may be voluntarily or involuntarily transferred is governed by law other than this title.

(b) Agreement does not prevent transfer. An agreement between the debtor and secured party which prohibits a transfer of the debtor's rights in collateral or makes the transfer a default does not prevent the transfer from taking effect.

1964, c. 219, § 8.9-311; 2000, c. 1007 .
Va. Code Ann. § 8.9A-521.1 — Virginia Code / Title 8.9A / Part 5 / Subpart 2 / Section 8.9A-521.1
Format of statements and records
Status: in_force

A filing office that accepts written records may not refuse to accept a written initial financing statement, an amendment to a financing statement, or other written record in a form and format promulgated by the State Corporation Commission except for a reason set forth in § 8.9A-516 (b).

2012, c. 155 .
Va. Code Ann. § 8.9A-806 — Virginia Code / Title 8.9A / Part 8 / Section 8.9A-806
When initial financing statement suffices to continue effectiveness of financing statement
Status: in_force

(a) Initial financing statement in lieu of continuation statement. The filing statement of an initial financing statement in the office specified in § 8.9A-501 continues the effectiveness of a financing statement filed before the 2013 amendments take effect if:

(1) the filing of an initial financing statement in that office would be effective to perfect a security interest under this title, as amended by the 2013 amendments;

(2) the pre-effective-date financing statement was filed in an office in another state; and

(3) the initial financing statement satisfies subsection (c).

(b) Period of continued effectiveness. The filing of an initial financing statement under subsection (a) continues the effectiveness of the pre-effective-date financing statement:

(1) if the initial financing statement is filed before July 1, 2013, for the period provided in § 8.9A-515 as § 8.9A-515 was in effect on June 30, 2013, with respect to an initial financing statement; and

(2) if the initial financing statement is filed on or after July 1, 2013, for the period provided in § 8.9A-515 , as amended by the 2013 amendments, with respect to an initial financing statement.

(c) Requirements for initial financing statement under subsection (a). To be effective for purposes of subsection (a), an initial financing statement must:

(1) satisfy the requirements of Part 5 (§ 8.9A-501 et seq.), as amended by the 2013 amendments, for an initial financing statement;

(2) identify the pre-effective-date financing statement by indicating the office in which the financing statement was filed and providing the dates of filing and file numbers, if any, of the financing statement and of the most recent continuation statement filed with respect to the financing statement; and

(3) indicate that the pre-effective-date financing statement remains effective.

2012, c. 155 .
Va. Code Ann. § 8.9A-626 — Virginia Code / Title 8.9A / Part 6 / Subpart 2 / Section 8.9A-626
Action in which deficiency or surplus is in issue
Status: in_force

Applicable rules if amount of deficiency or surplus in issue. In an action arising from a transaction in which the amount of a deficiency or surplus is in issue, the following rules apply:

(1) A secured party need not prove compliance with the provisions of this part relating to collection, enforcement, disposition, or acceptance unless the debtor or a secondary obligor places the secured party's compliance in issue.

(2) If the secured party's compliance is placed in issue, the secured party has the burden of establishing that the collection, enforcement, disposition, or acceptance was conducted in accordance with this part.

(3) Except as otherwise provided in § 8.9A-628 , if a secured party fails to prove that the collection, enforcement, disposition, or acceptance was conducted in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance, the liability of a debtor or a secondary obligor for a deficiency is limited to an amount by which the sum of the secured obligation, expenses, and attorney's fees exceeds the greater of:

(A) the proceeds of the collection, enforcement, disposition, or acceptance; or

(B) the amount of proceeds that would have been realized had the noncomplying secured party proceeded in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance.

(4) For purposes of subsection (3) (B), the amount of proceeds that would have been realized is equal to the sum of the secured obligation, expenses, and attorney's fees unless the secured party proves that the amount is less than that sum.

(5) If a deficiency or surplus is calculated under § 8.9A-615 (f), the debtor or obligor has the burden of establishing that the amount of proceeds of the disposition is significantly below the range of prices that a complying disposition to a person other than the secured party, a person related to the secured party, or a secondary obligor would have brought.

2000, c. 1007 .
Va. Code Ann. § 8.9A-617 — Virginia Code / Title 8.9A / Part 6 / Subpart 1 / Section 8.9A-617
Rights of transferee of collateral
Status: in_force

(a) Effects of disposition. A secured party's disposition of collateral after default:

(1) transfers to a transferee for value all of the debtor's rights in the collateral;

(2) discharges the security interest under which the disposition is made; and

(3) discharges any subordinate security interest or other subordinate lien.

(b) Rights of good-faith transferee. A transferee that acts in good faith takes free of the rights and interests described in subsection (a), even if the secured party fails to comply with this title or the requirements of any judicial proceeding.

(c) Rights of other transferee. If a transferee does not take free of the rights and interests described in subsection (a), the transferee takes the collateral subject to:

(1) the debtor's rights in the collateral;

(2) the security interest or agricultural lien under which the disposition is made; and

(3) any other security interest or other lien.

1964, c. 219, § 8.9-504; 1973, c. 509; 2000, c. 1007 .
Va. Code Ann. § 8.9A-331 — Virginia Code / Title 8.9A / Part 3 / Subpart 3 / Section 8.9A-331
Priority of rights of purchasers of controllable accounts, controllable electronic records, controllable payment intangibles, documents, instruments and securities under other titles, priority of interests in financial assets and security entitlements and protection against assertion of claims under Titles 8.8A and 8.12
Status: in_force

(a) Rights under Titles 8.3A, 8.7, 8.8A, and 8.12 not limited. This title does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable document of title has been duly negotiated, a protected purchaser of a security, or a qualifying purchaser of a controllable account, controllable electronic record, or controllable payment intangible. These holders or purchasers take priority over an earlier security interest, even if perfected, to the extent provided in Titles 8.3A, 8.7, 8.8A, and 8.12.

(b) Protection under Title 8.8A and 8.12. This title does not limit the rights of or impose liability on a person to the extent that the person is protected against the assertion of a claim under Title 8.8A or 8.12.

(c) Filing not notice. Filing under this title does not constitute notice of a claim or defense to the holders, or purchasers, or persons described in subsections (a) and (b).

Code 1950, § 6-558; 1964, c. 219, § 8.9-309; 1984, c. 613; 1996, c. 216 ; 2000, c. 1007 ; 2024, c. 652 .
Va. Code Ann. § 8.9A-318 — Virginia Code / Title 8.9A / Part 3 / Subpart 3 / Section 8.9A-318
No interest retained in right to payment that is sold; rights and title of seller of account or chattel paper with respect to creditors and purchasers
Status: in_force

(a) Seller retains no interest. A debtor that has sold an account, chattel paper, payment intangible, or promissory note does not retain a legal or equitable interest in the collateral sold.

(b) Deemed rights of debtor if buyer's security interest unperfected. For purposes of determining the rights of creditors of, and purchasers for value of an account or chattel paper from, a debtor that has sold an account or chattel paper, while the buyer's security interest is unperfected, the debtor is deemed to have rights and title to the account or chattel paper identical to those the debtor sold.

2000, c. 1007 .
Va. Code Ann. § 8.9A-332 — Virginia Code / Title 8.9A / Part 3 / Subpart 3 / Section 8.9A-332
Transfer of money, transfer of funds from deposit account
Status: in_force

(a) Transferee of tangible money. A transferee of tangible money takes the money free of a security interest if the transferee receives possession of the money without acting in collusion with the debtor in violating the rights of the secured party.

(b) Transferee of funds from deposit account. A transferee of funds from a deposit account takes the funds free of a security interest if the transferee receives the funds without acting in collusion with the debtor in violating the rights of the secured party.

(c) Transferee of electronic money. A transferee of electronic money takes the money free of a security interest if the transferee obtains control of the money without acting in collusion with the debtor in violating the rights of the secured party.

2000, c. 1007 ; 2024, c. 652 .