Virginia Code

Va. Code Ann. § 13.1-507 (2026)

Registration requirement; exemptions

✓ current as of May 2026 Cite as: Va. Code Ann. § 13.1-507 (2026)
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It shall be unlawful for any person to offer or sell any security unless (i) the security is registered under this chapter, (ii) the security or transaction is exempted by this chapter, or (iii) the security is a federal covered security.

Code 1950, § 13-110; 1956, c. 428; 1997, c. 279; 2003, c. 595.

Notes of Decisions
Cited in 12 cases (1 in the last 5 years), 1976–2025 · leading case: Maneval v. Davis (In Re Davis)
Maneval v. Davis (In Re Davis) (1993) vaeb · cites it 16× “However, a statutory violation of Va. Code § 13.1-507 need not involve fraud.”
Tanner v. State Corp. Commission (2003) va · cites it 10× “1-504(A) (failure to register as a securities agent); the sum of $11,000 for 22 violations ($500 per violation) of Code § 13.1-507 (sale of unregistered securities); the sum of $1,000 for one violation of Code § 13.”
Shavin v. Commonwealth (1993) vactapp · cites it 8× “On appeal, he contends that the trial court erred (1) in holding that the evidence was sufficient to prove that he was a seller or offeror of the instrument and that the instrument was a security; (2) in finding that the security did not fall within the statutory provision…”
Lintz v. Gulf Partners Ltd. (1985) vawd · cites it 4× “Code § 13.1-507 and § 13.1-522(a)(l), 6 and the anti-fraud provisions, Va.”
Ascher v. Commonwealth (1991) vactapp · cites it 2× “1 Count 1 charged Ascher with selling unregistered securities in the form of promissory notes in violation of Code § 13.1-507. Count 2 charged Ascher with transacting business as an unregistered broker-dealer, investment advisor and agent in violation of Code § 13.”
American General Insurance v. Equitable General Corp. (1980) vaed “2-504(a), § 13.1-507, § 13.1-510(e) or § 13.1-510(f), or (2) Sells a security by means of an untrue statement of a material fact or any omission to state a material fact necessary in order to make the statement made, in the light of the circumstances under which they were made,…”
Tanner v. State Corp. Commission (2003) va · cites it 2× “Further, we are persuaded that § 18(b)(4) of the Securities Act does not preempt state law with respect to transactions exempt from registration pursuant to rules issued under § 3(b).”
Atocha, L.P. v. Witness Tree, L.L.C. (2004) vaccfairfax · cites it 2× “Commonwealth concerned § 13.1-507 ofthe VSA, which, like § 12(1) ofthe federal act, does apply to sales and offers.”
Pollok v. Commonwealth (1976) va “Specifically, the Commission found not only that Pollok had sold stock which was unregistered, in violation of § 13.1-507, but also that he had sold the securities without registering as an agent, in violation of § 13.”
Bazemore v. Epps (2000) vaccnorfolk · cites it 6× “Further, Defendant admits that he is not a registered investment advisor as required by Va. Code § 13.1-507. The joint venture that Defendant obtained Plaintiff’s contribution for was an unregistered security.”
Patel v. DAB Inspection and Consulting Services LLC (2025) vaed · cites it 2× “Section 13.1-507 makes it unlawful for any person to offer or sell any security, including promissory notes, unless the security is registered, subject to exemption, or a federal covered security.”
Keene v. Pier (1983) vaccarlington · cites it 2× “It seems to me that the critical issue presented is whether the language of the statement in the April, 1980, brochure represents an "offer to sell" within the meaning of that phrase in section 13.1-507. I do not believe that it does.”
— Va. Code Ann. § 13.1-507(iii) — 1 case
Tanner v. State Corp. Commission (2003) va “1-504(A) (failure to register as a securities agent); the sum of $11,000 for 22 violations ($500 per violation) of Code § 13.1-507 (sale of unregistered securities); the sum of $1,000 for one violation of Code § 13.”
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