Electronic Signatures Guide: Legal Validity Across European Jurisdictions
Electronic signatures have become an essential tool for businesses managing equity documents and other legal agreements. This guide explains the different types of electronic signatures and their legal validity across key European jurisdictions.
Understanding Electronic Signature Types
The eIDAS Regulation
The European Union's eIDAS (Electronic Identification, Authentication and Trust Services) Regulation establishes a standardized framework for electronic signatures across all EU member states. This regulation defines three types of electronic signatures:
Standard Electronic Signature (SES)
What it is: Ensures document integrity by embedding a certificate that proves the time of signing and verifies that the document hasn't been altered since.
Identity verification: Minimal verification of the signer's identity.
Use cases: Documents without formal requirements.
Benefits: Fast and frictionless signing process.
Advanced Electronic Signature (AES)
What it is: Provides unique identifying information that links the embedded certificate to its signatory.
Identity verification: One-time verification of identification document (e.g., passport).
Use cases: Important contracts requiring higher legal security.
Benefits: Stronger legal position than SES while maintaining reasonable convenience.
Qualified Electronic Signature (QES)
What it is: Provides the same legal validity as a handwritten signature.
Identity verification: Strong authentication of the signatory, often through video identification.
Use cases: Can be used for virtually all documents requiring a handwritten signature.
Benefits: Maximum legal certainty.
Select Jurisdiction-Specific Guidances
European Union
All EU member states follow the eIDAS Regulation, with some local variations. The regulation establishes that:
QES has the same legal effect as a handwritten signature
Electronic signatures cannot be denied legal effect solely because they are in electronic form
Each member state maintains trusted lists of qualified trust service providers
Switzerland
Switzerland
Switzerland is not an EU member state but follows similar principles for electronic signatures.
Types of form requirements:
Documents requiring handwritten signatures by law
Documents specifically stating a handwritten signature requirement
Important notes:
QES is legally equivalent to a handwritten signature in most cases
For documents without specific signature requirements, SES or AES is generally acceptable
It's best practice to specify the accepted signing method directly in agreements
Examples where SES/AES is appropriate:
PSOP/ESOP grants
(Convertible) Loan agreements
Shareholders' agreements
Investment and subscription agreements
Share purchase agreements (except share assignments)
Term sheets
Regular employment agreements
NDAs and privacy notices
Amendments to the above documents
Examples where QES is appropriate:
Subscription forms (though many notaries accept PDF copies with handwritten signatures)
Applications for the commercial register
Powers of attorney (though notaries often show flexibility)
Capital increase reports
Transfer of existing non-certificated shares by assignment
Electronic signatures not allowed (notarization required):
Shareholders' meeting resolutions amending articles of incorporation
Board resolutions amending articles of incorporation
Germany
Germany
Germany follows the eIDAS Regulation with some specific limitations.
Examples where SES/AES is appropriate:
Work contracts (with limitations)
NDAs and privacy notices
VSOP/ESOP grants
Shareholders' agreements
Term sheets
(Convertible) loan agreements
Powers of attorney
Board meeting minutes
Work contract considerations:
The general employment terms are binding in electronic form
Time-limit or non-competition clauses may not be valid electronically
German law requires a wet-ink copy to be provided to employees within one month (though the contract remains valid without this)
Examples where QES is appropriate:
Temporary agency work agreements
Subscription agreements
Electronic signatures not appropriate:
HR termination notices and limited-duration contracts
Articles of incorporation for limited liability companies
Assignment of shares in limited liability companies
United Kingdom
United Kingdom
Following Brexit, the UK no longer follows eIDAS directly, but maintains similar principles through its Electronic Communications Act and common law.
Key points:
Electronic signatures are generally valid for most business and commercial transactions
QES-equivalent signatures have strong evidential weight in court
Simple and advanced electronic signatures are widely accepted for most documents
Deeds and certain real estate transactions may still require witnessed signatures (which can be done electronically under specific conditions)
Examples where electronic signatures are valid:
Most commercial contracts
Board minutes and resolutions
Shareholder agreements and resolutions (with some exceptions)
Employment contracts
France
France
France strictly adheres to eIDAS with some additional regulations:
Key points:
Electronic signatures are broadly recognized for most business transactions
Higher emphasis on timestamp certification and archiving requirements
Strong preference for qualified signatures in government and regulatory contexts
Examples where SES/AES is appropriate:
Standard commercial agreements
Employment contracts
NDAs
Shareholder agreements
Examples where QES is required:
Certain real estate transactions
Documents requiring notarization
Specific regulatory filings
Estonia
Estonia
Estonia is particularly noteworthy as a digital pioneer:
Key points:
Extensive digital signature infrastructure through national ID cards
Nearly all documents can be signed electronically
Most government services require digital signatures
Strong legal presumption in favor of electronic signatures
Special considerations:
Many Estonian residents have government-issued digital IDs that enable qualified electronic signatures
The country has established one of the most comprehensive digital signature ecosystems in Europe
Best Practices for Electronic Signatures
Specify the signature method: When drafting agreements, explicitly state that electronic signatures are valid.
Choose the appropriate signature level: Select SES, AES, or QES based on the document's legal requirements.
Maintain records: Keep audit trails of the signing process for evidential purposes.
Consider cross-border implications: When signing agreements across jurisdictions, adhere to the highest standard required.
Consult local experts: For high-value or sensitive transactions, seek legal advice specific to the relevant jurisdiction.
How Ledgy Supports Electronic Signatures
Ledgy integrates electronic signature capabilities that support SES, AES, and QES levels directly and natively in-app, making it easy to choose the appropriate signature type for each document based on your jurisdiction and specific requirements.
We also natively integrate with DocuSign (Help Center Article here), allowing you to have the exact same functionality and habitual workflows as you have on DocuSign.
This guide provides general information and is not legal advice. Requirements may change over time, and specific legal advice should be sought for your particular situation.