eSignature Legality Guide

Situations where a Standard Electronic Signature (SES) is generally suitable include:

• Various HR documents, such as those related to employment terms and conditions not mandated by Estonian law, privacy statements, benefits forms (unless individually negotiated), and other onboarding paperwork for new employees
• Business contracts between companies, including NDAs, purchase orders, order confirmations, invoices, procurement documents, sales contracts, distribution agreements, and service contracts
• Consumer contracts, such as documents for opening new retail accounts, sales terms, service terms, software licenses, purchase orders, order confirmations, invoices, shipping documents, user manuals, and policies (excluding consumer surety agreements)
• Residential and commercial lease contracts
• Intellectual property licenses, including those for patents, copyrights, and trademarks
• Transfers of intangible property (e.g., assignments of patents and copyrights)

There are cases where a type of electronic signature other than SES is required, such as:

• QES - acknowledgment of an obligation (Law of Obligations Act Art. 30 Sect. 2)
• QES - surety applications where the surety agrees to take on obligations from the suretyship (Law of Obligations Act Art. 144 Sect. 2) and consent of the surety to be responsible for a new obligor (Law of Obligations Act Art. 153 Sect. 2)
• QES - contracts with consumers for the purchase of timeshare rights, long-term holiday products, exchange system contracts, and agency agreements (Law of Obligations Act Art. 381 Sect. 1)
• QES - life annuity agreements (Law of Obligations Act Art. 570)
• QES - employment contracts (Employment Contracts Act Art. 4 Sect. 1)
• QES – agreements on non-compete obligations after employment ends (Employment Contracts Act, Art. 24, Sect. 1, Subsect. 2)
• QES – agreements with employees regarding proprietary liability (Employment Contracts Act, Art. 75, Sect. 2, Subsect. 1)
• QES - author’s contracts (Copyright Act, Art. 49 Sect. 1)
• QES - possessory pledge contracts if the pledged item’s value exceeds 50 euros (Law of Property Act Art. 282 Sect. 2)
• QES - transactions between a public limited company and its sole shareholder (Commercial Code Art. 303 Sect. 2)
• QES - delivery of a non-monetary contribution to share capital, unless the property transfer requires notarization (Commercial Code Art. 520 Sect. 2)

Certain transactions are specifically excluded from digital or electronic processes, or require a formal notarization procedure.

• Formal notarization - specific shareholder meeting minutes, such as those for electing management or supervisory board members or for takeover of minority shares (Commercial Code Art. 174 Sect. 4.1 and 6, Art. 304 Sect. 7, Art. 305 Sect. 1, and Art. 363.7 Sect. 2)
• Formal notarization - trademark owner’s consent for use of a trademark in a business name (Commercial Code Art. 12 Sect. 3)
• Formal notarization - applications to certain public registers like the Commercial Register or Land Register, and powers of attorney for signing such applications (Commercial Code Art. 32.1 Sect. 1; Land Register Act Art. 34 Sect. 2.1)
• Formal notarization - foundation agreements or resolutions for limited liability companies, merger and division agreements, and powers of attorney for signing these documents (Commercial Code Art. 32.1 Sect. 2)
• Formal notarization - transfer or pledge agreements for shares of private limited companies if the shares are not registered in the Central Register of Securities (Commercial Code Art. 149 Sect. 4, Art. 151 Sect. 2)
• Formal notarization - transactions involving immovable property (Law of Property Act Art. 64.1, Art. 119 Sect. 1, Art. 120 Sect. 1)
• Formal notarization - inheritance agreements (Inheritance Law Act Art. 100)
• Formal notarization - marital property agreements (Family Law Act Art. 60)
• Formal notarization - maintenance contracts between dependents and providers (Law of Obligations Act Art. 573)
• Formal notarization - trademark pledge agreements (Trademark Act Art. 50.6 Sect. 2)

[1] An AES, or “advanced electronic signature,” is a type of electronic signature that: (a) is uniquely linked to the signer; (b) can identify the signer; (c) is created using means under the sole control of the signer; and (d) is connected to the signed data so that any changes can be detected.

[2] A QES is an advanced electronic signature created by a qualified electronic signature creation device and based on a qualified certificate for electronic signatures. A QES has the same legal effect as a handwritten signature.

Estonia follows a Tiered eSignature Legal Model, recognizing Qualified Electronic Signatures (QES), which require independent accreditation by an approved certification authority. Estonia, along with other EU countries, maintains a publicly accessible list of authorized qualified electronic certificate providers.