Corporate Seal and Contract Seals in Ontario

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In Ontario, it has not been necessary for Corporations to have Corporate Seals for about 30 years. However, most do.

If the Corporate seal is used then it is not necessary to say “I have authority to bind the Corporation”. That is assumed by reason of the use of the seal.

Contracts “under seal” involve a slightly different concept. If a contract is under seal, then no consideration is required at all to make it binding.

The black dot on an OREA Form is the seal. It wasn’t always. Originally, it was the “target”, the place identified on the document where the seal would be placed. These were small red dots with adhesive glue on the back.

Certainly, for the last 20 years, the black dots are all we have and they are indeed the actual seals.

These would be the ones that would be present upon a document, even if signed by a Corporation.

As a real estate agent, you are obligated to explain the use of the seal. You will find that many people (of a certain age) would think that the black dot is still just the “target”.

Brian Madigan LL.B., Broker

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