eSignature Legality Guide

Standard electronic signatures (SES) are generally suitable for the following scenarios:

• HR documents such as standard employment contracts, NDAs, employee invention agreements, privacy notices, benefits forms, and other onboarding paperwork
• Commercial contracts between companies, including NDAs, purchase orders, order acknowledgements, invoices, procurement documents, sales agreements, distribution agreements, and service agreements
• Consumer agreements such as new retail account opening forms, sales terms, service terms, software licenses, purchase orders, order confirmations, invoices, shipping documents, user manuals, and policies
• Residential and commercial lease agreements, except for termination notices related to residential leases
• Software license agreements
• Copyright, patent, and trademark licenses
• Transfers of intangible property (e.g., assignments of patents and copyrights)

Certain situations require an electronic signature other than SES, such as:

• AES - contracts involving obligations exceeding 100 Readjustable Units (“Unidades Reajustables”) (about USD 2,856) (Article 1595 Uruguayan Civil Code)
• AES - employment contracts or those specifying a fixed term (according to case law)
• AES - agreements regarding interest in loan contracts (Article 2205 Uruguayan Civil Code)
• AES - settlement agreements (Article 2147 Uruguayan Civil Code)
• AES – rural property lease and sharecropping agreements (Act 14.384)
• AES – insurance contracts (Article 644 Uruguayan Commercial Civil Code)
• QES - securities (títulos valores) (Act 14.701)

Certain transactions are specifically excluded from digital or electronic processes, or require formalities such as handwritten (wet ink) signatures or notarial procedures, which are generally incompatible with electronic signatures or digital transaction management.

• Notarization – contracts for the purchase or transfer of real estate (Articles 1619, 1664, and 1770 Uruguayan Civil Code)
• Notarization – some contracts under family law, such as marriage contracts (Article 1943 Uruguayan Civil Code)
• Notarization – contracts governed by inheritance law, such as inheritance contracts (Article 793 Uruguayan Civil Code), waivers of inheritance (Article 1075 Uruguayan Civil Code), and inheritance sales (Article 1664 Uruguayan Civil Code)
• Notarization - certain guarantee contracts: mortgage contracts (Article 2323 Uruguayan Civil Code); antichresis contracts (Article 2350 Uruguayan Civil Code); pledge without delivery (Prenda sin desplazamiento) (Article 4 Act 17.228)
• Notarization - life annuity contracts (Article 2183 Uruguayan Civil Code)
• Notarization - trust agreements (Article 2 Act 17.703)
• Notarization – articles of incorporation for companies or corporations (Article 277 Act 16.320)

[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 data so that any changes can be detected.

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