eSignature Legality in China

E-Signature Legality Summary

The People's Republic of China (“PRC”) enacted the Electronic Signature Law ("ESL") in 2004, with significant revisions following in 2015 and 2019. The ESL states that the legal effect of a document shall not be denied because the form of electronic signature has been adopted so long as the parties agree to the use of electronic signatures (ESL, article 3). The PRC Human Resources and Social Security Department released the Circular on Issues relating to Signing Electronic Employment Agreement in March 2020.

Notable Changes in E-Signature Law Since 2020

None.

Types of Permitted Electronic Signature

The ESL defines an "electronic signature" as data in electronic form contained in and attached to a data message that can be used to identify the signatory and to demonstrate that the signatory recognizes what is in the message. Data message means the information generated, dispatched, received, or stored by electronic, optical, magnetic, or similar means.

“Reliable” electronic signatures have equal legal force as a handwritten signature or seal. To be reliable, an electronic signature must meet the following four conditions:

• The signature creation data are, within the context in which they are used, linked to the signatory and to no other person;

• The signature creation data were, at the time of signing, under the control of the signatory and of no other person;

• Any alteration to the electronic signature, made after the time of signing, is detectable; and

• Where the purpose of the legal requirement for a signature is to provide assurance as to the completeness and integrity of the information,any alteration made to that information after the time of signing is detectable.

China also allows for “electronic certificate-based signatures” otherwise known as digital signatures. Although the term “electronic certificate-based signatures” is not defined in the ESL, it generally refers to electronic signatures certified by third-party digital certificate service providers to establish that the electronic signature complies with the applicable legal requirements. These third-party providers that offer digital certification services must be pre-approved by the regulatory authorities in China.

Documents That May be Signed Electronically

Most documents may be signed electronically in China.  However, there are three specific areas of exclusion (ESL, article 3):

(1) documents relating to such personal relations as marriage, adoption and succession;

(2) documents relating to termination of such public utility services as water supply, heat supply, gas supply and power supply; and 

(3) other circumstances where electronic documentation is not applicable as provided for by laws and administrative regulations.

Further Guidance

A court will usually consider an electronic signature reliable if it is certified by an Electronic Certification Services Provider that is pre-approved by the regulatory authorities in China. If the parties do not choose a pre-approved service provider, then the obligation to prove reliability of the electronic signature falls on the parties.

Seminal Case Law

Relevant case law addressing the use of electronic signatures in China includes:

• (2008) Zhe Min Er Zhong Zi No. 154

• (2011) Jin Yi Shang Chu Zi No. 3006

• (2011) Hang Bin Shang Chu Zi No. 178

• (2015) Shen Fu Fa Min Er Chu Zi No. 1164

• (2016) Yun 0111 Min Chu No. 3711