eSignature Legality Guide

None.

While the ETA does not specifically define "electronic signature," the IMDA clarifies that it is a "record of a person's intention or consent" and may include:

• Inserting a scanned image of a handwritten signature
• Signing with a stylus or finger on a touchscreen
• Ticking a checkbox or clicking ‘I accept’ on an online form
• Choosing an option in electronic signature software

The ETA differentiates between an electronic signature, a “secure electronic signature,” and a “digital signature.” Both electronic and secure electronic signatures are valid and enforceable under the ETA. A “secure electronic signature” benefits from additional legal presumptions, such as:

• It is the signature of the person it is attributed to;
• It was applied by that person with the intent to sign or approve the electronic record; and
• It is genuine and maintains its integrity.

A “digital signature” is a type of electronic signature with extra security requirements. It involves transforming an electronic record using an asymmetric cryptosystem and a hash function, allowing someone with the original record and the signer’s public key to verify: (i) if the transformation was made with the corresponding private key, and (ii) if the original record has been changed since the transformation.

To qualify as a “secure electronic signature,” the following criteria must be met:

• It is unique to the user;
• It can identify the user;
• It is created using a method or means under the sole control of the user; and
• It is linked to the electronic record so that any change to the record invalidates the signature.

Verification can be achieved through a specified security procedure or a commercially reasonable security process agreed upon by the parties.

The following types of documents generally do not have restrictions on the use of electronic signatures:

• Commercial contracts (such as those for procurement, software licensing, and loans)
• Non-disclosure agreements
• Corporate resolutions (unless restricted by the company’s constitution)
• Board meeting minutes
• Filings with Singapore government agencies
• Negotiable instruments, bills of exchange, promissory notes, bills of lading, and other transferable documents

Extra caution is advised when signing deeds electronically.

According to the ETA, if a signature is required by law, or if the law specifies consequences for not signing a document or record, this requirement is met for an electronic record if a method is used to identify the person and show their intent regarding the information, and the method is either:

• As reliable as appropriate for the purpose for which the electronic record was created or sent, considering all circumstances and any relevant agreement, or
• Proven in fact to have identified the person and indicated their intention regarding the information in the record.

As noted above, only a “secure electronic signature” receives the additional legal presumptions under the ETA. A “digital signature” that does not meet the secure electronic signature requirements, or any other type of electronic signature, does not receive these presumptions. If the validity of a non-secure electronic signature is challenged, the party relying on it may need to provide further proof, such as evidence of signer authentication, proof that the document is tamper-evident and unaltered, and an audit trail of the signing process.