Corporate Search for a Commercial Lease — What Landlords Ask For
You've found a good tenant. Rent is agreed, the fit-out is scoped, they want to sign this week. Then their lawyer sends over the lease with "1234567 Ontario Inc." as the tenant party — and you realise you've never heard of them, don't know who's actually behind the name, and have no idea whether the person signing has authority to bind the corporation to a five-year commitment.
This guide covers exactly what to search, why each item matters, and how to protect yourself before you hand over keys.
Why the search matters (more than most landlords think)
Commercial leases are typically five or ten years, often with tenant-inducement dollars up front — free rent, fit-out contribution, moving allowance. The whole economic case rests on collecting rent from a corporation for the whole term. If the corporation doesn't legally exist, or the signer wasn't authorised, the lease may not be enforceable and you'll have no one to pursue.
Three specific risks a corporate search averts:
- Shell / non-existent corporation — The name on the lease isn't actually incorporated. Rent invoices bounce, and there's no legal entity to sue.
- Wrong signer — The person signing isn't a director and had no delegated authority. The lease is voidable.
- Corporation about to be struck — The corporation is behind on annual returns and is on the path to administrative dissolution mid-term. When it dies, so does your enforceable tenant.
The standard commercial-lease search stack
For most commercial leases, a Corporate Profile Report answers the questions that matter:
| What you need to know | Where it comes from |
|---|---|
| Does the corporation exist? | Corporate Profile Report — current status |
| Is it in good standing? | Profile Report shows "Active" status; for higher-value leases, add a Certificate of Good Standing |
| Who has signing authority? | Profile Report — sitting directors |
| Registered office (for service) | Profile Report — registered office address |
| Legal name (for the lease document) | Profile Report — current legal name plus any operating names |
For a $30,000-a-year lease with a mid-market tenant, a Profile Report ($69) is enough. For a $250,000-a-year lease, a lease where you're waiving a personal guarantee, or a lease with unusual terms — order both the Profile Report and the Certificate of Good Standing ($109).
What to check on the Profile Report before you sign
Once the Profile Report is in hand, here's the checklist:
- Status = Active. Anything else — struck, in default, dissolved, amalgamated — is a hard stop.
- Legal name matches the lease. If the lease says ABC Consulting Inc. and the registry says 1234567 Ontario Inc. o/a ABC Consulting, the lease should reflect the full legal name plus the operating name.
- The person signing is a director. If they're not, ask for a directors' resolution authorising them to sign this specific lease.
- The registered office is a real address you can serve notice to. Registered offices at law-firm addresses are common and fine. Registered offices at obvious fake or PO-box addresses are worth a follow-up.
- The last document filed is recent. If the last filing is two-plus years ago, ask why. It may be about to be struck.
The numbered-company problem
Many commercial tenants incorporate as numbered companies (1234567 Ontario Inc.) and trade under an operating name. This is completely legal and normal — but it means the name you know the tenant by is not the legal name signing the lease.
Best practice:
- Ask the tenant for their legal corporate name and corporation number up front.
- Confirm both on the Corporate Profile Report.
- Draft the lease to name the corporation as "1234567 Ontario Inc. carrying on business as ABC Consulting" — this binds the corporation whether the operating name changes or not.
Personal guarantees: when the search still matters
Even when the lease is guaranteed by an individual (usually the founder), the corporate search still matters. A guarantee is only worth what the guarantor is worth — but the corporation is still the primary tenant. If the corporation is struck mid-term, the lease relationship gets messy fast. Verify both sides.
Also: some jurisdictions treat personal guarantees on corporate leases differently under provincial commercial-tenancy legislation. If you're relying on the guarantee heavily, get counsel to review both the corporation's status and the guarantor's financial disclosure.
Sample lease diligence timeline
For a mid-market commercial lease being signed in 2 weeks:
- Day 1 (LOI signed) — Order Corporate Profile Report ($69). Confirm status, directors, legal name. Verify person negotiating is a director.
- Day 3–5 — Draft lease uses exact legal name from Profile Report. If a directors' resolution is needed for the signer, request it.
- Day 10 — For leases over $250k annual rent or without a strong personal guarantee, order a Certificate of Good Standing ($109) dated close to signing.
- Day 14 (signing) — Both documents in the deal file. Lease signed.
Total additional cost of diligence: $49 or $128. Cost of a five-year lease to a struck corporation: the full landlord-loss provision under your insurance, plus vacancy.
Order the documents
- Standard lease diligence? — Order a Corporate Profile Report, $69 all-in, one business hour.
- Higher-value or higher-risk lease? — Also order a Certificate of Good Standing, $109 all-in.
Frequently asked questions
Can I make the tenant pay for the corporate search?
Yes — most commercial leases in Canada either expressly assign document-cost recovery to the tenant, or the landlord builds it into the initial payment. A $69 Profile Report is a rounding error on any real commercial lease.
Do I need to verify guarantors too?
If the guarantor is an individual, a corporate search doesn't apply — that's a personal financial reference and credit-check exercise. If the guarantor is another corporation (parent company guarantee, for instance), order a Profile Report on the guarantor as well.
How often should I re-verify existing tenants?
At every renewal, and any time the tenant asks for a lease amendment or assignment. Corporations get restructured, amalgamated, and sold. A renewal is a natural moment to confirm the tenant on the lease still exists in the form you expected.
The tenant is an extra-provincial corporation. What do I search?
An extra-provincial corporation is one incorporated in one jurisdiction (e.g. federally, or in another province) but registered to do business in yours. Search the incorporating jurisdiction — that's where the corporation's home record lives. The extra-provincial registration in your province is a secondary filing and won't give you the full status picture.
Related guides
Frequently asked questions
Why do commercial landlords require a corporate search?
Because if the corporate tenant doesn't legally exist, or the person signing isn't a director, the lease can be unenforceable — and the landlord has no one to collect from. A Corporate Profile Report confirms both the corporation exists and identifies who has authority to bind it.
Should I ask the tenant for the corporate documents, or run the search myself?
Run it yourself. Documents supplied by the tenant can be out of date or edited. Ordering directly from the corporate registry (or through CRS) gives you the current government record. It's $49 all-in — cheap insurance on a five-year lease.
Do I need a Certificate of Good Standing in addition to the Profile Report?
For most standard leases, a Corporate Profile Report is enough. For larger leases (over $250k annual rent), leases where you're waiving a personal guarantee, or leases where the tenant is a numbered company you don't recognise, add a Certificate of Good Standing to prove the tenant is fully compliant with its filings.
What if the corporation is dissolved or in default?
Don't sign. A dissolved corporation cannot enter into binding contracts — the lease could be void. If the Profile Report shows dissolved, struck, or in-default status, ask the tenant to either revive the corporation (before signing) or sign personally as an individual with the appropriate guarantees.
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