Your Buyer Is a Numbered Company: What an Ontario Seller Can Verify Before Signing, and Who the Contract Actually Binds

Three of the four checks cost nothing or under $30. The one protection that reaches a real person is the one you have to negotiate.

I’m Arthur Zhao, a real estate broker in Toronto. Start with a small, concrete moment: you open the Ontario Business Registry, type in the string of digits followed by “Ontario Inc.” that your buyer is using, and press search. Something comes back. The company is there.

That result feels like an answer, and it is one, to a narrow question: does this corporation exist on the provincial register? It says nothing about whether the company can close, who is allowed to sign for it, or whether anyone with assets is standing behind it. Those are separate questions, and they get progressively more expensive to answer, first in dollars and then in negotiating leverage. Below I first lay the offer beside what you can actually check, then walk up that ladder from the free search to the one protection you have to ask for.

What the offer shows you vs. what you can verify yourself

Rung 1, free: confirm the company exists

A numbered company is not a red flag by itself. The Business Corporations Act defines a number name as a name made up only of the corporation number followed by “Ontario” and a word such as “Limited” or “Inc.” (s.1(1)), and s.8(2) says a corporation is assigned one when no name is specified in its articles. In other words, the founders simply did not pick a name. What matters is whether the company is real and what it can do.

The first part is free. According to the Ontario government’s Ontario Business Registry page (2026), “Anyone can search the OBR for free to get basic information about a business or not-for-profit organization.” If the name and number on the offer do not come back, stop there and ask why before you do anything else.

If it does come back, the law gives it full contracting power: under s.15, “A corporation has the capacity and the rights, powers and privileges of a natural person.” Unless its articles restrict it (s.17(2)), a company incorporated last week has the legal capacity to buy a house just as a person does. Existence and capacity are where the free information ends, and they are the least of what you need to know.

Rung 2, under $30: see who is on the record and whether it is active

The free search gives basic information. For more, the province sells search products. Its published fees, for products ordered directly from the ministry, are a profile report at $8, document copies at $3, and a certificate of status at $26; an intermediary or service provider may add its own fee.

They answer different questions:

• Profile report. According to the ministry’s instructions for its search-request form (Form 5310E, 2024), it lists, for corporations, information such as the registered or head office address, officers and directors, registered business names and documents filed. This is the document that tells you who the company says runs it.
• Certificate of status. The same instructions describe it as the ministry’s certification of the corporation’s current status, active or inactive. It confirms standing; it does not list people.

The profile report matters later, at Rung 3, because it gives you names to compare against the person holding the pen. The Act also gives those filings weight: under the indoor management rule in s.19(b), a corporation may not assert against someone dealing with it that the persons named in its most recent notice under the Corporations Information Act, or in its articles, whichever is more current, are not its directors.

Rung 3, one question: who is signing, and as what?

Here the residential form works against you. On OREA Form 100, the standard residential Agreement of Purchase and Sale, the buyer’s signature line reads only (Witness), (Buyer), (Seal), (Date). There is no line for an Authorized Signing Officer and no statement that the signer has authority to bind a corporation; the only “Authorized to bind” wording on the form sits in the brokerages’ acknowledgement area. OREA’s commercial agreement, Form 500, does print “(Buyer/Authorized Signing Officer)” under the signature. So when a company buys a house on Form 100, nothing on the paper tells you in what capacity the person signed.

The fix costs one question. Ask that the signer’s name and title be written beside the signature, and ask for the company’s director and officer information, then check that name against the profile report from Rung 2.

Why bother, given s.19? Section 19(d) does stop a corporation from asserting that “a person held out by a corporation as a director, an officer or an agent of the corporation has not been duly appointed or does not have authority” for customary duties. But the protection has conditions. It speaks of a person held out by the corporation, and it does not apply where the other party “has or ought to have” knowledge to the contrary by virtue of their position with or relationship to the corporation. Whether a signer’s own say-so is enough in your file is a question for your lawyer; matching the name to the public record is the cheap way to avoid needing that answer.

Rung 4, a negotiation: who stands behind the company

Two things belong at this rung, plus one clause to watch for.

The deposit. Form 100 says the deposit is “to be held in trust pending completion or other termination of this Agreement and to be credited toward the Purchase Price on completion.” If the offer says “Upon Acceptance,” the form defines that as delivery to the Deposit Holder within 24 hours of acceptance, and unless the agreement provides otherwise it sits in the Deposit Holder’s non-interest bearing real estate trust account. It is the one sum actually set aside before closing, whoever the buyer is.

A personal guarantee. Because of s.92(1), the person behind the company is not on the hook simply for owning it. If you want an individual answerable for the company’s obligations, that person has to sign a separate guarantee or indemnity. OREA’s 2026 clause library does not give you one for a sale: the only clause titled “Guarantor” is LEASE/COMM-31, written for a commercial lease (“The obligations created by the Tenant so named herein shall be jointly and severally assumed by the guarantor…”). For an Agreement of Purchase and Sale, the guarantee has to be drafted by your lawyer and put into Schedule A. Whether the buyer agrees to give one is a negotiation, not a search.

Watch for an assignment clause. OREA’s ASSIGN-1 lets the buyer assign the offer to any person or corporation, “either existing or to be incorporated,” and once the seller receives notice plus the assignee’s covenant to be bound, “the Buyer hereinbefore named shall stand released from all further liability hereunder.” If that wording is in the offer, the company you searched may not be the company that closes. The library also has a seller-consent version, ASSIGN-2, under which the buyer may not assign without the seller’s express written consent. How a guarantee should be worded so it is not undone by an assignment is a drafting point for your lawyer.

The same checks, laid out on the deal’s calendar

Split by who has to act. The first group you can do tonight; the second goes back through the buyer’s agent.