Title 8.1A. Uniform Commercial Code — General Provisions
Part 3. Territorial Applicability and General Rules
§ 8.1A-301. (Effective until July 1, 2025) Territorial applicability; parties' power to choose applicable law. (2024 updated section)
(a) This section applies to a transaction to the extent that it is governed by another title of the Uniform Commercial Code.
(b) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or such other state or nation shall govern their rights and duties.
(c) In the absence of an agreement effective under subsection (b), the rights and obligations of the parties are determined by the law that would be selected by application of this State's conflict of laws principles.
(d) To the extent that the Uniform Commercial Code governs a transaction, if one of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:
(1) Rights of creditors against sold goods. § 8.2-402;
(2) Applicability of the title on leases. §§ 8.2A-105 and 8.2A-106;
(3) Applicability of the title on bank deposits and collections. § 8.4-102;
(4) Applicability of the title on funds transfers. § 8.4A-507;
(5) Letters of credit. § 8.5A-116;
(6) Applicability of the title on investment securities. § 8.8A-110;
(7) Law governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens. §§ 8.9A-301 through 8.9A-307.
1964, c. 219, § 8.1-105; 1973, c. 509; 1990, c. 9; 1991, c. 536; 1996, c. 216; 1997, cc. 121, 343; 2000, c. 1007; 2003, c. 353; 2011, c. 369.
8.1A-301. (Effective July 1, 2025) Territorial applicability; parties' power to choose applicable law (2024 updated section)
(a) This section applies to a transaction to the extent that it is governed by another title of the Uniform Commercial Code.
(b) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or such other state or nation shall govern their rights and duties.
(c) In the absence of an agreement effective under subsection (b), the rights and obligations of the parties are determined by the law that would be selected by application of this State's conflict of laws principles.
(d) To the extent that the Uniform Commercial Code governs a transaction, if one of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:
(1) Rights of creditors against sold goods. § 8.2-402;
(2) Applicability of the title on leases. §§ 8.2A-105 and 8.2A-106;
(3) Applicability of the title on bank deposits and collections. § 8.4-102;
(4) Applicability of the title on funds transfers. § 8.4A-507;
(5) Letters of credit. § 8.5A-116;
(6) Applicability of the title on investment securities. § 8.8A-110;
(7) Law governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens. §§ 8.9A-301 through 8.9A-307;
(8) Controllable Electronic Records. § 8.12-107.
1964, c. 219, § 8.1-105; 1973, c. 509; 1990, c. 9; 1991, c. 536; 1996, c. 216; 1997, cc. 121, 343; 2000, c. 1007; 2003, c. 353; 2011, c. 369; 2024, c. 652.
The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.
