E-signatures in commercial contracts in Singapore

What "written form" or "in writing" means depends on the statutory requirement for that particular agreement and how "written form" or "in writing" is defined. The Interpretation Act (Cap. 1) provides for a number of default provisions on the meaning of certain words and expressions used in the local legislation, which would apply unless a contrary intention is expressed or implied in a particular statute. Specifically, section 2 of the Interpretation Act (Cap. 1) defines "writing" as: "include printing, lithography, typewriting, photography and other modes of representing or reproducing words or figures in visible form".

Where the Interpretation Act (Cap. 1) definition applies (i.e. in the absence of contrary intention), a statutory requirement for writing will generally include emails and electronic documents (SM Integrated Transware Pte Ltd v Schenker Singapore Pte Ltd [2005] 2 SLR(R) 0651 at [76]-[79]).

  1. Mortgages / charges / leases exceeding three years, Section 6(d) of the Civil Law Act (Cap. 43) and the Land Titles Act (Cap. 157);
  2. Transfers of shares of a company incorporated in Singapore (Section 128 of the Companies Act (Cap. 50); 
  3. Legal assignments of intellectual property rights;
  4. Intellectual property licences (Section 42 of the Trade Marks act (Cap. 332); Section 37(2) (b) Registered Designs Rules; Copyright Act (Cap. 63) definition of ""exclusive licensee""); 
  5. Contracts of guarantee (Section 6(b) of the Civil Law Act (Cap. 43);
  6. Contracts relating to land (Section 6(d) of the Civil Law Act (Cap. 43); however the Singapore High Court has recognised electronic correspondence to be writing that would satisfy this requirement – see SM Integrated Transware Pte Ltd v Schenker Singapore Pte Ltd [2005] SGHC 58);
  7. A special promise to pay damages out of one's own estate (Section 6(a) of the Civil Law Act (Cap. 43); 
  8. An agreement made on the consideration of marriage (Section 6(c) of the Civil Law Act (Cap. 43); and
  9. An agreement that is not to be performed within one year from its conclusion (Section 6(e) of the Civil Law Act (Cap. 43)."

No. However, where there is a statutory requirement to retain any document, record or information, this may be retained in the form of an electronic record if the following conditions are satisfied, Section 9(1) of the Electronic Transactions Act (Cap. 88):

  • the information contained remains accessible so as to be usable for subsequent reference;
  • the electronic record is retained in the format in which it was originally generated, sent or received, or in a format, which can be demonstrated to represent accurately the information originally generated, sent or received;
  • information enabling the identification of the origin and destination of an electronic record and the date and time when it was sent or received, is retained; and
  • any additional requirements relating to the retention of such electronic records specified by the public agency, which has supervision over the requirement for the retention of such records are complied with.

4. Main and relevant court practices

Signing of electronic documents under Order 63A, Rule 9 of the Rules of Court Singapore Section 116A of the Evidence Act (Cap. 97).

The Singapore courts have recognised the provisions of the Electronic Transactions Act (Cap. 88) in various decisions. In terms of court procedures and processes, ss 7 and 8 of the Electronic Transactions Act (Cap. 88) provide that an electronic record or signature satisfies any rule of law requiring writing or signature. However, by virtue of s 4(1) of the Act, ss 7 and 8 do not apply to any rule of law requiring writing or signatures for various matters listed in our response below (SM Integrated Transware Pte Ltd v Schenker Singapore Pte Ltd [2005] 2 SLR(R) 0651 at [76]).

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

Under section 4 (read together with the First Schedule) of the Electronic Transactions Act (Cap. 88), the following documents cannot be validly signed with electronic signatures:

  1. the creation or execution of a will;
  2. negotiable instruments, documents of title, bills of exchange, promissory notes, consignment notes, bills of lading, warehouse receipts or any transferable document or instrument that entitles the bearer or beneficiary to claim the delivery of goods or the payment of a sum of money;
  3. the creation, performance or enforcement of an indenture, declaration of trust or power of attorney, with the exception of implied, constructive and resulting trusts;
  4. any contract for the sale or other disposition of immovable property, or any interest in such property; and
  5. the conveyance of immovable property or the transfer of any interest in immovable property.

In addition, the legal position on the electronic creation or execution of a deed is not settled law in Singapore. Please note that the creation or execution of a deed requires a witness to be physically present to attest. Therefore, it is not recommended to rely on electronic signatures for the creation or execution of a deed.

6. List of the relevant national legislation

Electronic Transactions Act (Cap. 88)

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

Singapore does not recognise the concept of a ""Qualified Electronic Signature"" and employs the definition of a ""Secure Electronic Signature"". An electronic signature is a ""Secure Electronic Signature"" and is legally binding if it can be verified at the time it was made that it is: 
a)    unique to the person using it;
b)    capable of identifying such person;
c)    created in a manner or using a means under the sole control of the person using it; and
d)    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.

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

Please see answer above in 1.

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

Please see answer above in 1.

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

Please see answer above in 1.

5. Electronic document signed with advanced biometric signature

Yes. The Electronic Transactions Act (Cap. 88) being technology neutral, permits biometrics to be deployed as a supporting technology for authentication purposes (e.g. especially when paired with another factor for authentication of a subscriber of a digital certificate in a PKI).

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

Yes

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, (SM Integrated Transware Pte Ltd v Schenker Singapore Pte Ltd [2005] 2 SLR(R) 0651 at [91]-[93])

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, (SM Integrated Transware Pte Ltd v Schenker Singapore Pte Ltd [2005] 2 SLR(R) 0651 at [91]-[93])

9. Legal statement sent in an SMS

No

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

Yes

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

No

13. Electronic legal statement sent in a chat application

No

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 

This scenario is not specifically addressed, although it seems unlikely to meet the full requirements of the Electronic Transactions Act (Cap. 88).

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

Yes

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

No. However, the Info-Communications and Media Development Authority of Singapore is currently looking into the possibility of amending the Electronic Transactions Act (Cap. 88) to recognise the use of electronic seals.

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

Yes