Global Overview

History

In 1996 the United Nations published the UNCITRAL Model Law on Electronic Commerce. Article 7 of the UNCITRAL Model Law on Electronic Commerce was highly influential in the development of electronic signature laws around the world, including in the US.


In 2001, UNCITRAL concluded work on a dedicated text, the UNCITRAL Model Law on Electronic Signatures, which has now been adopted across 30 jurisdictions globally. The latest UNCITRAL text dealing with electronic signatures establishes a mechanism for functional equivalence between electronic and handwritten signatures at the international level.

Definitions of e-signatures

Electronic signature:

An electronic symbol or process attached to an agreement and executed or accepted by a person with the intent to sign the agreement or record.


Technology permits a range of methodologies to register;

  • The act of signing
  • The intent when signing
  • The identification of the signatories at the time of signing.

The registration of these three factors varies under differing technologies.


Minimal identification at the time of signing.

  • Clicking an Accept button online.
  • Typing one’s name on a signature line.
  • Utilising a pre-agreed replica signature.

Identification at the time of signing.

  • Real time hand written signing on a touch pad.
  • Upload of a hand written signature on a touch pad.

Deep identity authentication.

  • Using an encrypted digital certificate to authenticate the identity of the signer.
  • Using video recording to identify, capture and time stamp the signatory signing the document.

The act of signing, the intent and the identification of the signatories is defined differently in every jurisdiction around the world.

The electronic signature laws in each country or jurisdiction can be broken down in this way;

Minimalist: Simple electronic signatures have the same status as handwritten signatures as long as both parties agree to the use of electronic signatures.

Two-tier: Digital signatures have the same status as handwritten signatures, but electronic signatures are also legal and enforceable. These countries usually base their laws on the UNCITRAL Model Law on Electronic Signatures.

New Zealand Law

The Law

1. General acceptance of electronic signatures

1.1 In general, the legal requirements for a binding signature in New Zealand are accommodative of electronic signatures. In particular, under the Electronic Transactions Act 2002 (ETA), an “electronic signature” is treated as the legal equivalent of a manuscript signature when determining a party’s intention to be legally bound by an agreement or a deed, provided that the signature meets the criteria set out in section 3 below. This general position is subject to a few limited exceptions discussed in section 4 below.

1.2 The definition of an “electronic signature” under the ETA is broad. It includes any method used to identify a person and to indicate that person’s approval of information in an electronic form.

1.3 The ETA does not draw a distinction between terms such as ‘electronic signature’, ‘electronic authentication’ and ‘digital signature’ (which we understand is commonly used to refer to a signature with a unique identifier or digital code attached electronically). 1 Whether or not a signature is a ‘digital signature’ and/or the authentication methods may be relevant to the reliability requirement for electronic signatures, discussed below. However, the reliability requirement can also be met with other functionality and processes. The correct description of a signature function should be used in customer-facing collateral, to avoid issues under fair trading and advertising legislation.


2. New Zealand legal requirements for binding electronic signatures

2.1 In New Zealand, under the ETA, an electronic signature meets the legal requirements for a signature if it:

    (a) adequately identifies the person signing the agreement;

    (b) indicates the signatory’s approval of the information to which the signature relates; and

    (c) is reliable as is appropriate given the purpose for which, and the circumstances in which, the signature is required.

The electronically-signed document should also be readily accessible so as to be usable for subsequent reference.


2.2 Under the ETA, there is a presumption that an electronic signature “is reliable as is appropriate” if:

    (a) the means of creating the signature are exclusively linked to the signatory and not any other person;

    (a) the means of creating the signature was under the exclusive control of the person signing;

    (b) any alternations to the signature, or to the information to which the signature is related to, can be detected; and

    (c) where the purpose of the legal requirement for a signature is to provide assurance as to the integrity of the information to which it relates, any alteration made to that information after the time of signing is detectable.

However, a person may prove on other grounds or by other means that an electronic signature is, or is not, “reliable as is appropriate”.

2.3 The ETA also provides that the legal requirement for a signature or seal to be witnessed is met by means of a witness’ electronic signature if:

(a) the signature to be witnessed is an electronic signature that complies with the ETA (as outlined in paragraph 3.2 above); and

(a) the electronic signature of the witness:

  • (i) adequately identifies the witness;
  • (ii) adequately indicates witnessing of the signature; and
  • is as reliable as is appropriate given the purpose for which, and the circumstances in which, the witness’ signature is required.

2.4 A document containing an electronic signature is admissible in a New Zealand court. Under the Evidence Act 2006, if the authenticity of an electronic signature is disputed, the party relying on the underlying document must establish its authenticity. As detailed in Part C below, we understand that SuiteBox provides several layers of evidence of authenticity.

2.5 The scope of this advice does not extend to issues relating to version control or substitution of signature pages, which has been the subject of judicial commentary.2 We are happy to provide further advice on request.

2.6 Under the ETA, a legal requirement to give, provide or produce information in writing (but not necessary sign such information) may also be met by giving the information in electronic form, provided that:

(a) the information is readily accessible so as to be usable for subsequent reference; and

(b) the person to whom the information is required to be given consents to the information being given in electronic form and by means of an electronic communication, if applicable.

2.7 Under the ETA, a person is not required to use, provide, or accept information in an electronic form without their consent. Consent may be inferred from a person’s conduct and we understand that this will be clear in the context of SuiteBox. In some cases, this may also be confirmed by contractual terms, particularly in respect of any on going provision of information in an electronic form.

3. Exceptions

3.1 The ETA expressly excludes the use of electronic signatures for certain types of documents. We have set out a full list, as at the date of this memorandum, in the Schedule. The documents which appear to be potentially relevant to SuiteBox are:

- powers of attorney;

- affidavits;

- statutory declarations;

- wills, codicils and other testamentary instruments;

- negotiable instruments; and

- bills of lading.

3.2 Specific legislation may have particular requirements for technology, data storage devices or a electronic communication. An example of this is the e-dealings process for real estate transfers.

3.3 For completeness, we also note that there could potentially be restrictions on electronic signatures in applicable contracts, company’s constitutions and/or processes for particular companies or government departments. These should be apparent to the parties involved. If they are not, the Companies Act 1993 permits a contracting party to rely on the ostensible authority of a signatory to bind the company and the Constitution having been complied with, unless they knew or ought to have known otherwise.

4. Additional guidance on legal requirements for electronic signatures

4.1 The ETA provides that the UNCITRAL Model Law for Electronic commerce of 1996 (UNCITRAL Model Law), and any guidance issued by the United Nations in connection with it, will guide interpretation of the ETA. This framework does not currently provide any additional substantive guidance – however, it will assist with the level of international consistency on these issues as approximately 64 countries have enacted legislation which reflects the UNCITRAL Model Law, including Australia, England and the USA.

4.2 The High Court has confirmed that the same test for ‘intention’ applies to electronic signatures as applies to a handwritten signature. In particular, in Cox v Coughlan,3 the High Court stated that “an electronic signature will be considered adequate if the court is satisfied that its insertion was intended to signify adoption of the electronic note or memorandum of which it forms part or with which is it otherwise associated.” That case highlighted the risks associated with relying on the automatic inclusion of a name in an email as evidence that the sender of the message intended to be bound by the terms of the message sent.

The Summary

In New Zealand the Electronic Transactions Act 2002 (ETA) facilitates the use of electronic technology. Under the ETA, an “electronic signature” is treated as the legal equivalent of a manuscript signature when determining a party’s intention to be legally bound by an agreement or a deed, provided that the signature meets the following criteria. A few limited exceptions, which we have highlighted below.

Under the ETA, an electronic signature is binding if:

- it adequately identifies the person signing the agreement;

- it indicates the signatory’s approval of the information to which the signature relates; and

- it is reliable as is appropriate given the purpose for which, and the circumstances in which, the signature is required.

Under the ETA, there is a presumption that an electronic signature “is reliable as is appropriate” if:

- the means of creating the signature are exclusively linked to the signatory and not any otherperson;

- the means of creating the signature was under the exclusive control of the person signing; any alternations to the signature, or to the information to which the signature is related to, can be detected; and

- where the purpose of the legal requirement for a signature is to provide assurance as to the integrity of the information to which it relates, any alteration made to that information after the time of signing is detectable.

The legal requirement for a signature or seal to be witnessed can also be met by means of a witness’ electronic signature if:

- the signature to be witnessed is an electronic signature that complies with the ETA (as outlined above); and

- the electronic signature of the witness, adequately identifies the witness, adequately indicates witnessing of the signature and is as reliable as is appropriate given the purpose for which, and the circumstances in which, the witness’ signature is required.

Current market practices in New Zealand

As a general observation, virtual closings and execution practices (using scanned PDF copies) are increasingly common place for New Zealand and international transactions.

There is an on-going increase in New Zealand companies considering legal and other options to increase ‘speed to contract’ and eliminate or simplify signing of contracts, terms and conditions and other documents.

Electronic signatures (as against PDF copies of manuscript signatures) are increasingly common for signing letters, other correspondence and regulatory filings.

Where up-take to date has been slow, this appears to be primarily due to commercial factors (such as organisations’ appetite for risk, availability of products and services that satisfy the criteria outlined above and the costs and other impediments associated with updating systems and processes), rather than any material legal impediments.

Australian Law

Electronic Signature Law

Electronic Transactions Act 1999


Are electronic signatures legal, admissible and enforceable?

Yes, Part 10 states that one can meet the legal requirement for a handwritten signature by using an electronic signature or communication.


Summary of Law

Australia’s electronic signature law is considered a permissive or minimalist law. This means that it allows nearly all documents to be signed using simple electronic signatures. It is very similar to the U.S. law, with minimal requirements and clear enforceability. One only needs to have a means to reasonably identify the person signing and show evidence of their agreement. Of course, one should always get the consent of the signing party to do business electronically and follow standard record retention processes.


Key Restrictions

The law does not apply to documents related to migration and citizenship. In addition, some regions have laws that provide that the law does not apply to wills, powers of attorney and some real estate transactions. However, there is no exception to the law that applies to standard business agreements.

United Kingdom Law

Electronic Signature Law

Electronic Communications Act 2000


Are electronic signatures legal, admissible and enforceable?

Yes, the U.K. law is similar to the U.S. law because it allows nearly anything in electronic form that is logically associated with a document with the intent to indicate agreement to function as an electronic signature.


Summary of Law

Section 7(2) defines an electronic signature as anything in electronic form incorporated into or otherwise logically associated with any electronic communication or data that purports to be incorporated for the purpose of establishing the authenticity or integrity of communications or data. The law also provides for digital or advanced electronic signatures, but there is no legal reason to utilize them.


Key Restrictions

There are few exceptions to the law, but caution should be taken with transactions relating to marriage, divorce, wills, real estate and negotiable instruments.


Why Suitebox Is "The Solution"

Technology permits a range of methodologies to register the act of signing, the intent when signing and the identification of the signatories at the time of signing.

The registration of these three factors varies under differing technologies.

At the lowest level there is minimal identification at the time of signing e.g. clicking an Accept button online, typing one’s name on a signature line or utilising a pre-agreed replica signature.

There can be more comprehensive individual identification and authentication at the time of signing e.g. real time hand written signing on a touch pad or upload of a hand written signature on a touch pad.

And then there can be deep identity authentication via encrypted digital certificates to authenticate the identity of the signer or using video recording to identify, capture and time stamp the signatory at the time of signing the document.

Suitebox provides the deepest identity authentication solution.


  • ‘Real time’ electronic signing in a virtual meeting environment.
  • Selective video recording, which enables electronically-signed documents, together with pertinent discussions and the act of signing to be recorded and stored in the signatories cloud CRM systems.
  • Embedded authentication of participants and signatures.
  • Time-stamping of every step of the process to signing.
  • Enhanced document control and document audit trails, through patented technology, elimination of printing, signing and scanning documents and forms and the ability to upload PDF documents.

Suitebox with video and telephony, document collaboration, selective recording and real-time signing, helps you accelerate and close business and in a completely legal and compliant environment.