Canada Corporations Act (R.S.C. 1970, c. C-32)

Marginal note:Contracts of agent binding on company

• 21. (1) Every contract, agreement, engagement or bargain made, and every bill of exchange drawn, accepted or endorsed, and every promissory note and cheque made, drawn or endorsed on behalf of the company, by any agent, officer or servant of the company within the apparent scope of his authority as such agent, officer or servant, is binding upon the company.

• Marginal note:Cases where seal not necessary

  (2) In no case is it necessary to have the seal of the company affixed to any such contract, agreement, engagement, bargain, bill of exchange, promissory note or cheque, or to prove that the same was made, drawn, accepted or endorsed, as the case may be, in pursuance of any by-law or special vote or order.

• Marginal note:No individual liability

  (3) No person so acting as such agent, officer or servant of the company is thereby subjected individually to any liability whatever to any third person.

Marginal note:Acts of attorney binding

22. Every deed that any person, lawfully empowered in that behalf by the company as its attorney, signs on behalf of the company and seals with his seal is binding on the company and has the same effect as if it were under the seal of the company.

Marginal note:Official seal, facsimile of corporate seal

• 23. (1) A company if authorized by its by-laws may have for use in any province, not being the province in which the head office of the company is situated, or for use in any territory, district or place outside Canada, an official seal, which shall be a facsimile of the corporate seal, with the addition on its face of the name of the province, territory, district or place where it is to be used.

• Marginal note:Authorization to affix seal

  (2) A company having such an official seal may by writing under its corporate seal authorize any person appointed for the purpose to affix the same to any deed or other document to which the company is party in any capacity in such province, territory, district or place.

• Marginal note:Agent’s authority

  (3) The authority of any such agent shall, as between the company and any person dealing with the agent, continue during the period, if any, mentioned in the instrument conferring the authority, or if no period is therein mentioned, then until notice of the revocation or determination of the agent’s authority has been given to the person dealing with him.

• Marginal note:Date and place certified

  (4) The person affixing any such official seal shall, by writing under his hand, on the deed or other document to which the official seal is affixed, certify the date and place of affixing the same, but failure to do so does not invalidate the deed or other document.

• Marginal note:Deed to bind the company

  (5) A deed or other document to which an official seal is duly affixed binds the company as if it had been sealed with the corporate seal.