eSignature Legality Guide

Typical scenarios where SES is suitable include:

• Commercial contracts between companies, such as NDAs, purchase orders, order confirmations, invoices, procurement documents, sales agreements, distribution agreements, and service contracts
• Consumer contracts, including documents for opening new retail accounts, sales and service terms, software licenses (excluding exclusive licenses), purchase orders, order confirmations, invoices, shipping documents, user manuals, and policies (excluding consumer loan agreements)
• Residential and commercial lease contracts
• Copyright licenses, including software license agreements (except for exclusive licenses)

Situations where a type of electronic signature other than SES is required include:

• QES – declarations of intent that must be in writing (Art. 78 of the Civil Code)
• QES – certain HR documents governed by civil law (not the Labour Code), such as NDAs, employee invention agreements, or privacy notices
• QES – licensing of industrial property rights (Art. 76.1, 100.1, 118.1, and 163.1 of the Industrial Property Law) or exclusive copyright licenses (Art. 67.5 of the Copyright Act)
• QES – transfer of industrial property rights (Art. 12.2 of the Industrial Property Law) or transfer of copyrights (Art. 53 of the Copyright Act)

Certain transactions are excluded from digital or electronic processes, or require specific formalities such as handwritten (wet ink) signatures or notarial procedures, making them generally unsuitable for electronic signatures or digital transaction management.

• Handwritten – HR documents like employment contracts, benefits forms, and termination notices (Art. 29 § 2 of the Labor Code), as well as any documents for which the Labor Code requires a handwritten signature. Although the Civil Code provisions apply to employment relations (Art. 300 of the Civil Code), in practice, the Chief Labour Inspectorate (Państwowa Inspekcja Pracy), which oversees labor law compliance in Poland, currently does not permit electronic signatures for employment documents where a handwritten signature is required. Therefore, ink signatures are mandatory for these documents.
• Notarization – real estate transactions (Art. 158 of the Civil Code)
• Handwritten or notarization – depending on the type of security involved
• Handwritten or notarization – family law documents, such as wills, marriage contracts (Art. 1 of the Polish Family and Guardianship Code), inheritance contracts (Art. 950, Art. 981(1), and Art. 1037 para. 2 of the Civil Code), contracts waiving inheritance (Art. 1048/1049/1050 of the Civil Code), and inheritance sales (Art. 1052 para. 3 of the Civil Code)
• Notarization – articles of incorporation for certain business entities, including limited partnerships (Art. 106), partnerships limited by shares (Art. 131), limited liability companies (Art. 157 § 2), and joint-stock companies (Art. 301 § 2 of the Commercial Companies Code)
• Notarization – transfer of shares, transfer or lease of an enterprise, or establishment of usufruct thereon (Art. 75(1) of the Civil Code)
• Handwritten – corporate shareholder resolutions
• Handwritten – all decisions issued by government administration (Art. 14 of the Administrative Procedure Code)

[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 linked to the signed data so that any changes can be detected.

[2] A QES is a specific form of digital signature that meets government-specified requirements, including use of a secure signature creation device, and is certified as ‘qualified’ by the government or an authorized entity.

Poland, as a country with a tiered eSignature legal model, recognizes Qualified Electronic Signatures (QES), which require independent certification by an approved authority. While QES is only mandatory for certain transactions, as previously mentioned, Poland—being an EU member—adheres to ETSI (European Telecommunications Standards Institute) standards for QES technical requirements. Furthermore, under Article 137 of the Act of 5 September 2016 on Trust and Electronic Identification Services, from 1 July 2018, the SHA-1 algorithm used for QES, AES, or advanced electronic seals must be replaced by the SHA-2 algorithm, unless technical requirements from executive acts under the eIDAS Regulation 910/2014 prevent this. In line with the EU Directive 1999/93/EC on Electronic Signatures, Poland maintains a publicly available list of supervisory authorities for qualified certificate providers, together with other EU countries.