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Bulletin information:

Issue Date: June 14, 1984

Bulletin content:

We have come to the conclusion that it is the law in Ontario that a conveyance of an interest in real property by a corporation requires the seal of the corporation to be affixed thereto. Accordingly, every instrument executed by a corporation should be refused registration unless it is executed under its corporate seal. This requirement will be applied to all corporations, including foreign corporations, which may not have corporate seals for use within their jurisdictions.

The above registration requirement does not apply to:

  • an instrument executed on behalf of a corporation by an attorney under a registered power of attorney. However, if the attorney itself is a corporation, the attorney’s corporate seal must be affixed when executing;
  • an instrument executed by a corporation solely as a guarantor or surety;
  • a claim for lien executed by a corporation pursuant to the Mechanics’ Lien Act or the Construction Lien Act, 1983.

The following applies only to the land titles system:

In most cases, the seal of the corporation will be embossed or rubber stamped on the instrument and will include the corporate name as it appears on the instrument, although the last word of the corporate name may be abbreviated or expanded, i.e. “Ltd.” For “Limited” or “Inc.” for “Incorporated” or vice versa. If the names are not identical or if an unusual seal is used (such as a red wafer seal with the name of the corporation handwritten or typed on it), the Land Registrar must be satisfied that the seal used is, in fact, the seal of the corporation. Acceptable evidence in this regard includes an affidavit by an officer or solicitor of the corporation, or a certified notarial copy of a by-law or a resolution of the directors evidencing that that particular seal has been adopted by the corporation.

The adequacy of corporate execution of assignments and discharges of mortgages to be registered under the Registry Act will be dealt with in a future bulletin on the subject of mortgage entry deletion.

This bulletin supersedes Bulletin 83021

Original signed by:

William M. Duggan, Solicitor