eSignature Legality in Singapore

E-Signature Legality Summary

The ETA governs the use of electronic signatures in Singapore. The Infocomm Media Development Authority ("IMDA") of Singapore regulates the use of electronic signatures and provides that an electronic signature is essentially an acknowledgement provided in an electronic format. Such acknowledgement can be used by a business to demonstrate the intention of a party (e.g., acceptance) and that can electronically be used to authenticate the party involved.

The ETA was originally passed in 1989, and then later amended in1921 adopting the UNCITRAL Model Law on Electronic Transferable Records (MLETR).

Notable Changes in E-Signature Law Since 2020

None.

Types of Permitted Electronic Signature

The ETA does not expressly define an electronic signature, but the IMDA provides guidance that an electronic signature is a "record of a person's intention or consent", and can include:

• Pasting a digitised image of their manuscript signature

• Signing using a stylus or finger on a touch screen

• Ticking a check box or clicking ‘I accept’ on an online form

• Selecting an option in an electronic signature software

The ETA distinguishes between an electronic signature, a “secure electronic signature” and a “digital signature.” An electronic signature and a “secure electronic signature” are both admissible and enforceable under the ETA. A “secure electronic signature” has the additional legal presumptions that:

• It is the signature of the person to whom it correlates;

• It is affixed by that person with the intention of signing or approving the electronic record; and

• It is authentic and has integrity.

A “digital signature” is a recognized form of an electronic signature with additional requirements regarding its security. It consists of a transformation of an electronic record using an asymmetric cryptosystem and a hash function such that a person having the initial untransformed electronic record and the signer’s public key can accurately determine: (i) whether the transformation was created using the private key that corresponds to the signer’s public key and; (ii) whether the initial electronic record has been altered since the transformation was made.

In order for an electronic signature to be considered a “secure electronic signature”, the following additional requirements need to be satisfied with regard to the electronic signature:

• Unique to the person using it;

• Capable of identifying such person;

• Created in a manner or using a means under the sole control of the person using it; and

• Linked to the electronic record to which it relates in a manner such that if the record was changed the electronic signature would be invalidated.

Such verification must be achieved through either the application of a specified security procedure or a commercially reasonable security procedure agreed to by the parties involved.

Documents That May be Signed Electronically

The following categories typically do not impose any requirements on the use of electronic signatures:

• Commercial Agreements (including but not limited to those relating to procurement, software licensing, loan agreements)

• Non-disclosure Agreements

• Corporate Resolutions (if not prohibited by the constitution)

• Board Meeting Minutes

• Singapore Government Filings

• Negotiable Instruments, Bills of Exchange, Promissory Notes, Bills of Ladings and Other Transferable Documents.
  

Further Guidance

Care should be taken when executing documents electronically by way of a deed.

The ETA provides that where a signature is required under law, or if the law provides for certain consequences if a document or a record is not signed, that requirement is satisfied in relation to an electronic record if a method is used to identify that person and indicate his intention in respect of the information contained therein and the method used is either:

• As reliable as appropriate for the purpose for which the electronic record was generated or communicated, considering all the circumstances, including any relevant agreement, or

• Proven in fact to have identified the person and indicate his intention in respect of the information contained therein.

As mentioned above, only a “secure electronic signature” has additional legal presumptions under the ETA. Neither a “digital signature” that does not meet the requirements to be a “secure electronic signature” nor any other type of “electronic signature” are accorded such presumptions. Therefore, if the validity of an electronic signature, which is not a secure electronic signature, is challenged, the party seeking to rely on the signature may need to provide further evidence of its validity, which may include the means of authenticating the signer, evidence that the document is tamper-evident and has not been altered since it was signed, and an audit log that captures all actions taken by the signer during the signing session.