Use Of Seal By Corporation

Most corporations and societies in British Columbia are not required to affix a seal to an instrument purporting to transfer, charge, or otherwise deal with land or to transfer, release, or otherwise deal with a charge. The registrar makes no assessment of whether or not a seal or impression used by an applicant as a seal is recognized as a seal by law.

See s. 16 of the Property Law Act in chapter 55 (Property Law Act, R.S.B.C. 1996, c. 377), which provides:

• 16 (1) An instrument purporting to transfer, charge or otherwise deal with land or to transfer, release or otherwise deal with a charge need not be executed under seal.
• (2) The fixing of a corporate seal to an instrument has the same effect as if the instrument were executed by an individual without a seal unless the provisions of the instrument, by express words or by necessary implication, include an intent by the parties to it that the instrument is to take effect as a deed.

With respect to the authentication of documents by a company, see also s. 194 of the Business Corporations Act, which provides:

• 194 (1) A record that requires authentication or certification by a company may be authenticated or certified by a director or officer of the company or by a lawyer for the company and need not be under the company’s seal.

Restrictions on Use

See s. 48(2) of the Land Title Act regarding executions under seal of a corporation. Note in particular the following restrictions on the use of seals which are set out in the practice discussion:

1. a seal must not obliterate any part of the document or signature (Land Title (Transfer Forms) Regulation, s. 5); and
2. the registrar rejects documents to which wax seals are affixed because they are not capable of being microfilmed or scanned (Land Title Act, s. 168(2)(a)(v)).