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Russia

E-signatures in commercial contracts in Russia

Table of contents
  1.  Definition and formal requirements of written legal statements or legal statements legally binding if the law requires written form
  2. Examples for legal statements and contracts where written form is required
  3.  Are there special legal provisions for digital archiving and storage of electronic documents? If yes, please describe them 
  4.  Main and relevant court practices
  5.  In which cases are documents only with wet ink signatures accepted?
  6.  List of the relevant national legislation
  7. Are the following use cases deemed as written legal statements / legal statements legally binding if the law requires written form in your jurisdiction?
Russia

The written legal statement is legally binding if it is signed with a handwritten signature or by e-signature. If the parties choose to sign a statement by e-signature, they should expressly agree on this in a legal statement. 

There are three types of e-signatures in accordance with the Russian legislation: simple electronic signature, enhanced qualified electronic signature (similar to QES as defined in the eIDAS Regulation) and enhanced unqualified signature (similar to AdES as defined in the eIDAS Regulation). The last two types of signatures differ from each other by the level of encryption protection.

The enhanced qualified signature is equivalent to a handwritten signature and will allow the person signing the statement to be identified. Both the enhanced qualified signature and unqualified signature will allow any changes made to the statement after signing to be detected. Moreover, the legal statement signed by the enhanced unqualified electronic signature will also include the e-signature verification procedure. The statement signed by a simple electronic signature will be deemed legally binding if the statement contains: (i) an electornic signature; (ii) information regarding the person on behalf of whom the statement was generated and/or sent; (iii) rules for identification of a person signing electronic messages based on its simple electronic signature; (iv) the parties' obligation to keep the means for generating the simple electronic signature (e.g., codes, passwords) confidential.

  • Agreement on suretyship, pledge, guarantee;
  • Agreement on change of party to a contract;
  • An agreement on penalty;
  • An agreement on a deposit;
  • Real estate sale and purchase agreement;
  • Insurance agreement; 
  • Leasehold agreement;
  • An agreement on assignment or licensing of intellectual property rights;
    and other types of agreements.

In accordance with the Information of the Ministry of Finance of Russia No. PЗ-13/2015, there are special rules for storing electronic accounting documents (including primary accounting documents) signed by e-signature:

  • the company should have at least two copies of each stored electronic document on different physical devices;
  • the company should have hardware and software for reproducing, copying, rewriting electronic documents and monitoring their physical and technical condition;
  • the company needs to ensure a reliable mode of storage of electronic documents, which eliminates their loss, unauthorised distribution ans  destruction or distortion of the content.

4. Main and relevant court practices

In accordance with the Resolution of the Plenum of the Supreme Court of the Russian Federation No. 57 dated 26 December 2017, "On some issues of the application of legislation governing the use of electronic documents in courts of general jurisdiction and arbitration courts", documents confirming compliance with some procedural conditions filed with the court electronically shall be submitted in the form of electronic images of documents certified by a simple e-signature or by enhanced qualified e-signature of the person submitting documents, or in the form of electronic documents.

5. In which cases are documents only with wet ink signatures accepted?

The documents requiring notarisation (e.g., contracts of sale, gift, pledge of shares in the authorised capital of a company) and the promissory notes shall only be signed with handwritten signature. 

6. List of the relevant national legislation

Article 160 of the Civil Code of the Russian Federation; Federal Law No. 63-FZ as of 6 April 2011 "On electronic signature"

1. Electronic document signed with qualified electronic signature (QES as defined in the eIDAS Regulation) and with a time stamp

Yes

2. Electronic document signed with qualified electronic signature (QES as defined in the eIDAS Regulation) without a time stamp

N/A

3. Electronic document signed with advanced electronic signature (AdES as defined in the eIDAS Regulation) and with a time stamp

Yes

4. Electronic document signed with advanced electronic signature (AdES as defined in the eIDAS Regulation) without a time stamp

N/A

5. Electronic document signed with advanced biometric signature

N/A

6. Electronic document signed with a simple, standard electronic signature (SES)

Yes 1 Subject to compliance with legal requirements

7. Scanned electronic version of the original paper-based document with handwritten signature sent as an attachment in ordinary e-mail without an electronic signature, but with standard e-mail signature panel

Yes 2 In accordance with Article 434 of the Civil Code of the Russian Federation, an agreement in writing may be concluded by exchanging letters, telegrams, electronic documents or other data. In practice, in case of a dispute the court will analyse multiple circumstances on a case-by-case basis in order to decide whether an agreement should be deemed as concluded. Given the fact that the case law is just emerging, we recommend using handwritten or e-signatures.

8. Legal statement sent as a text of an ordinary e-mail without an electronic signature, but with a standard e-mail signature panel

Yes 3 In accordance with Article 434 of the Civil Code of the Russian Federation, an agreement in writing may be concluded by exchanging letters, telegrams, electronic documents or other data. In practice, in case of a dispute the court will analyse multiple circumstances on a case-by-case basis in order to decide whether an agreement should be deemed as concluded. Given the fact that the case law is just emerging, we recommend using handwritten or e-signatures.

9. Legal statement sent in an SMS

Yes 4 In accordance with Article 434 of the Civil Code of the Russian Federation, an agreement in writing may be concluded by exchanging letters, telegrams, electronic documents or other data. In practice, in case of a dispute the court will analyse multiple circumstances on a case-by-case basis in order to decide whether an agreement should be deemed as concluded. Given the fact that the case law is just emerging, we recommend using handwritten or e-signatures.

10. Electronic document with a copy-pasted image of a handwritten signature, sent as an attachment of an ordinary e-mail

No

11. Electronic document with the typed name of the signer and sent as an e-mail attachment

No

12. Electronic legal statement sent in a social-media message sending application (e.g. Messenger, Viber, LinkedIn, Facebook message, etc.)

Yes 5 In accordance with Article 434 of the Civil Code of the Russian Federation, an agreement in writing may be concluded by exchanging letters, telegrams, electronic documents or other data. In practice, in case of a dispute the court will analyse multiple circumstances on a case-by-case basis in order to decide whether an agreement should be deemed as concluded. Given the fact that the case law is just emerging, we recommend using handwritten or e-signatures.

13. Electronic legal statement sent in a chat application

Yes 6 In accordance with Article 434 of the Civil Code of the Russian Federation, an agreement in writing may be concluded by exchanging letters, telegrams, electronic documents or other data. In practice, in case of a dispute the court will analyse multiple circumstances on a case-by-case basis in order to decide whether an agreement should be deemed as concluded. Given the fact that the case law is just emerging, we recommend using handwritten or e-signatures.

14. Electronic document created on an electronic platform ensured by the other party requesting the legal statement (without an electronic signature) by another party whom the operator of the platform granted access 

Yes 7 If specifically set forth in the agreement.

15. Electronic document signed in DocuSign/Adobe Sign with a simple standard electronic signature (no QES or AdES)

Yes 8 If specifically set forth in the agreement.

16. Electronic document signed with a qualified electronic seal as defined in the eIDAS Regulation

N/A

17. Agreements accepted by the other party online, by ticking a checkbox or by clicking on a button ("click on agreements")

Yes 9 If the user creates an account on such a website.

Authors

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Ksenia Danshina
Anton Bankovskiy