Electronic Signatures (Ontario)

Ontario's Electronic Commerce Act, 2000 (ECA) defines an electronic signature as electronic information that a person creates or adopts in order to sign a document and that is in, attached to or associated with the document. The definition is technology-neutral. Each of these can qualify:

• a typed name at the end of an email or on a signature line;
• a scanned or photographed handwritten signature inserted into a PDF;
• a signature drawn with a finger or stylus on a screen;
• a click on an "I accept" button; and
• a signature applied through an e-signing platform that records an audit trail.

What matters is intent: the information must be created or adopted in order to sign.

The ECA allows the government to prescribe reliability and technology standards for particular documents, but as of October 2026 no regulations have been made under the Act. For private commercial contracts in Ontario, no particular signing method is mandated. Reliability still matters in practice, because a party relying on a disputed signature must prove who signed.

The ECA works by functional equivalence: electronic records and signatures can satisfy legal rules written with paper in mind.

Use is voluntary. The Act does not require anyone to use or accept electronic documents without consent, but consent can be inferred from conduct where there are reasonable grounds to believe it is genuine, such as signing a document sent through an e-signing platform (s. 3). Ontario public bodies must give consent explicitly and can set their own technical standards.

Section 21 protects an individual dealing with another person's automated system. If the individual makes a material error, the system gave no chance to prevent or correct it, and the individual promptly gives notice and returns or properly deals with anything received without benefiting materially from it, the transaction is not enforceable against them.

Until July 1, 2015, the ECA excluded documents, including agreements of purchase and sale, that create or transfer interests in land and require registration to be effective against third parties. That exclusion has been repealed, so an agreement of purchase and sale can now be signed electronically. Electronic writing and signatures can likewise meet the Statute of Frauds requirements for guarantees and land contracts, an advantage an emailed deal has over a purely verbal agreement.

Section 31 of the ECA states that the Act does not apply to:

• wills and codicils, and trusts created by them;
• powers of attorney for an individual's financial affairs or personal care;
• negotiable instruments, such as cheques and negotiable promissory notes; and
• documents of title, except for acts connected with contracts for the carriage of goods.

The Act also does not apply to biometric information, such as a fingerprint or face scan, used as an electronic signature unless another statute provides for it or all parties expressly consent (s. 29).

Documents that must be under seal need care. The ECA deems an electronically signed document sealed only if it meets seal equivalency requirements set by regulation, and none have been made. If a deed is genuinely required, plan for that before closing.

Other laws can impose their own formalities, and the ECA does not override a provision that expressly regulates electronic documents. Registering a transfer or charge on title is a separate process through Ontario's electronic land registration system. Some lenders, foreign registries and notaries also still insist on wet-ink originals, so confirm each counterparty's requirements before closing day.

Ontario corporations can sign most of their internal paperwork electronically. Under the Business Corporations Act (OBCA), a resolution in writing signed by all the directors entitled to vote on it is as valid as one passed at a meeting (s. 129), and shareholders can act by written resolution under section 104. Nothing in the OBCA excludes electronic signatures for these resolutions, so under the ECA they can generally be signed electronically. The OBCA also contains its own definition of electronic signature, expressly allows proxies to be signed electronically where the method permits a reliable determination of who signed, and provides that a corporation need not have a corporate seal. Our guide to written resolutions instead of meetings explains the signature thresholds.

A share certificate must be signed by at least one director or officer, or by a transfer agent, registrar or trustee, and that signature may be printed or otherwise mechanically reproduced. Keep signed resolutions, certificates and each e-signing completion record in the corporate minute book.

An electronic signature shows who signed; it does not show authority. A contract binds a corporation only if the person signing had authority, so sign in the corporation's full name with the signer's title, and confirm board approval for material contracts. The indoor management rule protects outsiders in many cases, but not someone who knew, or because of their position or relationship to the corporation ought to have known, that the signer lacked authority.

A clickwrap agreement is formed when a user must click "I agree" or a similar button before using a website, app or software. Section 19 of the ECA confirms that clicking an icon can express acceptance. In Rudder v. Microsoft Corp. (1999), the Ontario Superior Court of Justice enforced a forum selection clause in an online membership agreement that users accepted by clicking, rejecting the argument that the clause needed special notice because users could not see the whole agreement on screen at once.

Easy formation does not make every term enforceable. In Uber Technologies Inc. v. Heller, 2020 SCC 16, the Supreme Court of Canada held that an arbitration clause in Uber's standard-form driver agreement, which required arbitration in the Netherlands, was unconscionable and invalid. Onerous terms in standard-form contracts face scrutiny, and terms that are merely posted on a website, with no act of assent, are harder to enforce. Where a statute requires information to be provided to someone in writing, simply making it available on a website does not count (s. 10).

For businesses selling online, good practice is to present the terms before payment, require the customer to tick a box or click a button that is not pre-selected, keep a record of the version each customer accepted and when, and flag unusual terms such as arbitration or liability caps. Code that performs a deal automatically raises further questions; see smart contracts.

Harpreet Sandhu and Lucas Moreau are the two directors and shareholders of an Oakville logistics company. In September they decide to lease $350,000 of warehouse equipment and to have the company borrow $120,000 from a private lender, Teresa Okafor.

Their lawyer circulates a directors' resolution approving both transactions through an e-signing platform. Both directors sign from their phones the same afternoon, and the resolution and completion record go into the minute book. Lucas signs the equipment lease electronically as president, in the company's name. The lessor also asks both directors for personal guarantees, which they sign electronically; through the ECA, an electronically signed guarantee can meet the Statute of Frauds requirement for signed writing.

The loan is handled differently. Teresa wants a negotiable promissory note she can sue on by itself, and the ECA does not apply to negotiable instruments, so Lucas signs a wet-ink original for the company at the lawyer's office the next morning. Both transactions close within two days, with each document signed in the form the law and the counterparty require.