What must my Ontario business broker tell me and buyers about offers?

Ontario’s Trust in Real Estate Services Act, 2002 says “real estate” includes businesses, so a RECO-registered brokerage’s duties about offers can apply when it sells a business. This page covers the Act, the Code of Ethics (O. Reg. 365/22) and RECO Bulletin 4.1, in Ontario only; check local rules.

General duties in the Code of Ethics

The Code of Ethics sets general duties. A registrant representing a client must promote and protect the client’s best interests. Except as is otherwise authorized or required by law, a registrant shall not disclose a client’s confidential information to a third party without the client’s written consent. For when offers must reach you, check the listing agreement and ask your broker and RECO.

Telling people who make offers how many there are

RECO Bulletin 4.1 explains that the seller’s agent must communicate the number of competing offers to every person making one of the offers. This applies to written offers received by the seller’s brokerage. RECO says a verbal offer, or one not yet submitted, is not a competing offer under the legislation.

Your written direction on offer content

Without the seller’s written direction the seller’s agent is prohibited from sharing the content of offers. If you direct in writing that all or select parts be shared, the agent must share that content with every person making one of the offers. The direction must clearly identify which parts, and you can change it at any time. Agents are prohibited from sharing an offeror’s personal information or anything that would identify them.

Records of offers

Under section 35.1 of the Act, a brokerage acting for a seller must, in accordance with the regulations, retain copies of all written offers that it receives to purchase real estate, or copies of all other prescribed documents related to those offers. A person who made a written offer, or a registrant acting for that person, may ask the registrar to find out how many written offers the seller’s brokerage has received. Except in prescribed circumstances, the registrar shall not disclose the substance of any offer or who made it. Ask the brokerage how it keeps offer records, and a lawyer what the regulations require. RECO says its bulletins are for convenience only and not legal advice; for complete details, consult the legislation.

For a full-price offer, see am I obligated to sell on a full-price offer. For several offers, see what to do if you get more than one offer.