Every Ontario corporation must have a registered office in Ontario. This address cannot be a P.O. Box. The Business Corporations Act (Ontario) (the "OBCA") also says a corporation is not required to have a corporate seal, and it gives corporations the capacity, rights, powers, and privileges of a natural person. The OBCA further provides that a corporation’s act is not invalid merely because it is contrary to its articles, by-laws, or unanimous shareholder agreement.
The registered office is more than a mailing address. It is the statutory anchor for records, notices, and legal communications. Meanwhile, the natural-person powers rule gives corporations broad operational flexibility, reducing the old-style problem of whether a corporation had legal capacity to enter a particular transaction. Still, internal limits matter. A contract may bind the corporation even if internal approvals were mishandled, but directors, officers, or shareholders may still face internal consequences for breaching the corporation’s governing documents.
The information in this post is intended to be legal information only and nothing in it should be interpreted as legal advice.