eSignature Legality Guide

Typical scenarios where an SES is suitable include:

• various HR documents, such as non-disclosure agreements, privacy notices, and other onboarding paperwork (excluding employment contracts and termination notices)
• 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, purchase orders, order confirmations, invoices, shipping documents, user manuals, and policies

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

• QES - employment contracts (Article 16 of the Labor Code)
• QES - insurance contracts (Article 2200 of the Romanian Civil Code)
• QES - land lease contracts (Article 1838 of the Romanian Civil Code)
• QES - stand-alone debt acknowledgements (Article 275 of the Romanian Procedure Code)
• QES - articles of incorporation for limited liability companies, with certain exceptions (Article 5 of Law no. 31/1990 on Companies)
• QES - contract terminations (Article 1552 of the Romanian Civil Code)
• QES - intellectual property agreements, with some exceptions (Article 42 of Law 8/1996 on Copyright)
• QES - notifications from creditors to consumers in consumer loan contracts (Article 44 of the Government Emergency Ordinance on consumer loans)

Certain transactions are specifically excluded from digital or electronic processes, or require handwritten (wet ink) signatures or formal notarization, making them generally incompatible with electronic signatures or digital transaction management.

• Handwritten or authentic[3] - wills (Article 1041 of the Romanian Civil Code)
• Notarization - transfer or establishment of real rights (Article 1244 of the Romanian Civil Code)
• Notarization - specific family law contracts, such as prenuptial agreements (Article 330 of the Romanian Civil Code), liquidation of the matrimonial regime of legal community (Article 355), and partition deeds between spouses during the legal community (Article 358)
• Notarization - donation contracts (Article 1011 of the Romanian Civil Code)
• Notarization - movable mortgage contracts (Article 2388) and immovable mortgage contracts (Article 2378 of the Romanian Civil Code)
• Notarization - alimony contracts (Article 2255 of the Romanian Civil Code)
• Notarization - certain succession law contracts, such as inheritance sales (Article 1747), waivers of inheritance (Article 1120 of the Romanian Civil Code)
• Notarization - personal guarantee contracts (Article 2282 of the Romanian Civil Code)
• Notarization - articles of incorporation where: (a) real estate is contributed to company share capital; (b) general or limited partnerships are established; or (c) a joint stock company is formed by public subscription
• Notarization - sworn statements by founders, directors, or board members confirming compliance with Romanian law (Article 69 of Order no. 2594/2008 on Trade Registry record-keeping and information issuance)
• Notarization - sworn statements by individuals or entities not fiscally registered in Romania, confirming no outstanding tax debts (Article 69 of Order no. 2594/2008)
• Notarization – sales contracts for immovable property (Art. 10 of Law no. 114/1996)

[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 a specific form of digital signature that meets government standards, uses a secure signature creation device, and is certified as ‘qualified’ by the government or an authorized party.

[3] A handwritten will must be entirely written, dated, and signed by the testator. Otherwise, it is considered invalid. An authentic will is dictated to a notary and then signed by the testator.

Romania, as a country with a tiered eSignature legal model, recognizes Qualified Electronic Signatures (QES), which require independent certification by an accredited body. In accordance with EU Regulation No. 910/2014 on electronic identification and trust services, Romania, along with other EU countries, maintains a public list of supervisory authorities for qualified certificate providers.