Home / Do you need a corporate seal in Canada?
Guide
Do you need a corporate seal in Canada?
Short answer: no, but here is when one still shows up.
Quick answer
| Federal | Optional, CBCA s. 23 |
| Ontario | Optional, OBCA s. 13 |
| Validity | Documents are not invalid without a seal |
What the law says
Both Acts make a seal optional. An instrument is not invalid merely because a seal is not affixed.
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The records matter more than the seal
Get the by-law, resolutions and registers in one book.
Have us prepare it, CA$89 →When people still use one
- Some banks or foreign counterparties ask for it
- Tradition on share certificates
What to use instead
Signatures of authorized officers, as set out in your by-law, and a well-kept minute book.
Common trap: buying a seal but no records
A seal without a by-law and registers does not satisfy the records requirements.
Frequently asked questions
Do I need a seal to open a bank account?
Usually not. Banks typically ask for the articles, by-law, a directors' resolution and register extracts.
Sources
This page is general information, not legal advice. We are a document preparation service, not a law firm. Review by a lawyer licensed in your province is recommended.