E-signatures in commercial contracts in Russia
- Definition and formal requirements of written legal statements or legal statements legally binding if the law requires written form
- Examples for legal statements and contracts where written form is required
- Are there special legal provisions for digital archiving and storage of electronic documents? If yes, please describe them
- Main and relevant court practices
- In which cases are documents only with wet ink signatures accepted?
- List of the relevant national legislation
- Are the following use cases deemed as written legal statements / legal statements legally binding if the law requires written form in your jurisdiction?
jurisdiction
1. Definition and formal requirements of written legal statements or legal statements legally binding if the law requires written form
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.
2. Examples for legal statements and contracts where written form is required
- 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.
3. Are there special legal provisions for digital archiving and storage of electronic documents? If yes, please describe them
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"
7. Are the following use cases deemed as written legal statements / legal statements legally binding if the law requires written form in your jurisdiction?
1. Electronic document signed with qualified electronic signature (QES as defined in the eIDAS Regulation) and with a time stamp | Yes |
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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 |
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 |
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 |
9. Legal statement sent in an SMS | Yes 4 |
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 |
13. Electronic legal statement sent in a chat application | Yes 6 |
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 |
15. Electronic document signed in DocuSign/Adobe Sign with a simple standard electronic signature (no QES or AdES) | Yes 8 |
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 |
