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A formal certificate by a solicitor confirming that independent legal counsel was provided to a guarantor or obligor regarding their responsibilities under a banking or lending arrangement.
Also known as
Certificate of Independent Legal Advice
To: ______ (the "Bank")
I have been retained by ______ (the "Obligor") of ______ ("Relation") regarding the legal implications of:
(1) executing the guarantee/suretyship in the form attached, dated ______, in support of the liabilities of ______ (the "Borrower").
(2) joining in Assignment(s) of Life Insurance in the form(s) attached, dated ______
(3) executing a joint and several promissory note payable to the Bank in the amount of ______ dated ______ , together with any renewals thereof as the Bank may require from time to time, thereby assuming liability as principal debtor to the Bank jointly with ______ (the "Borrower").
(4) granting to you the following security in the form attached: ______ as collateral for the indebtedness and liability of the Obligor and the Borrower to the Bank.
Neither I nor any solicitor in my firm acts for the Relation, the Borrower, or the Bank in any capacity. I was consulted independently by the Obligor and have provided advice solely in the Obligor's interest, without regard to the interests of the Relation, Borrower, or Bank. I have fully and clearly explained to the Obligor their position and the consequences of executing the document(s) described above, acting exclusively as the Obligor's solicitor. The Obligor confirmed a complete understanding of the nature and effect of the said document(s) and acknowledged executing them freely and voluntarily, as their own act and deed, without fear, threat, influence, or compulsion from the Relation, the Borrower, or the Bank. I confirm that all such advice was given to the Obligor before the above documents were delivered to the Bank.
I hereby confirm that all statements in the above Certificate are true and accurate, that neither the Relation, nor any business associates of the Obligor, nor the Borrower, nor the Bank, nor any other person has applied compulsion, made threats, or exercised undue influence to induce me to take the actions described in the above Certificate. The solicitor who advised me as stated above was consulted by me as my personal solicitor, acting in my interest alone. I confirm that I received the above advice prior to delivery of the documents to the Bank.
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A Certificate of Independent Legal Advice (ILA) is a formal document signed by a solicitor confirming that they met privately with a guarantor, explained the nature and consequences of a guarantee or security document, and satisfied themselves that the person signed voluntarily with full understanding. Banks and lenders in Ontario will not accept a personal guarantee on a loan, mortgage, or line of credit without this certificate in hand.
The certificate exists to protect guarantors from undue influence. Ontario courts have set aside guarantees where the lender failed to ensure the guarantor received independent counsel, finding that the person did not fully appreciate the liability they were assuming or was pressured into signing.
When one person guarantees another's debt, the risk of misunderstanding or coercion is high. The ILA certificate is the lender's proof that the guarantor understood what they were signing. Without it, the guarantee is vulnerable to challenge on grounds of undue influence, non est factum (the signer did not understand the document), or unconscionability.
Only a licensed lawyer (solicitor) who is independent from both the lender and the borrower may sign the certificate. This is legal work that falls outside the scope of a notary public in Ontario. The solicitor must have no conflict of interest in the transaction and must provide unbiased counsel to the guarantor alone.
During the appointment, the solicitor reviews the guarantee or security document with the guarantor and explains the key terms in plain language. The goal is to ensure the guarantor can make a genuinely informed decision before signing.
A notary public cannot provide independent legal advice or sign the ILA certificate itself. However, notaries are often involved in the broader banking appointment. If the transaction includes affidavits, statutory declarations, or documents that simply require a witnessed signature, we can handle those portions at the same sitting.
If you need a signature witnessed or a related document commissioned as part of the same package, book a notary appointment for that work. For the ILA certificate, you will need to arrange a separate meeting with a lawyer.
The form captures the details the solicitor needs to certify that genuine, independent advice was provided. Your lawyer will complete the certificate after the advice session.
ILA appointments with a solicitor typically cost between $150 and $500 in Ontario, depending on the complexity of the guarantee. The guarantor usually pays for their own independent advice, though some lenders cover this as part of closing costs. If you also need notarization of related documents in the same transaction, our fee is $19.90 per stamp.
Frequently asked
Fill it in online, download a ready-to-sign PDF, then bring it in and we will notarize it, in person across Ottawa or online.