Electronic Signatures and Electronic Records

The Electronic Transactions Act 2010 (“ETA”) is the statute that makes electronic dealings legally effective in Singapore. It replaced the original 1998 Act, aligning Singapore with the United Nations Convention on the Use of Electronic Communications in International Contracts, and it was significantly extended in 2021.

The practical question most businesses have is narrow: can we sign this electronically, and will it hold up? For most commercial documents the answer is yes, and the list of exceptions is now shorter than it was.

Electronic Records

An electronic record is any record generated, communicated, received or stored by electronic means. Emails, documents, digital images and web pages all qualify.

Information is not denied legal effect merely because it is electronic. The ETA recognises electronic records where:

• Writing. Where the law requires writing, an electronic record satisfies it if the information is accessible for later reference.
• Signature. Where the law requires a signature, an electronic record satisfies it where a method is used to identify the signatory and to indicate their intention regarding the information.
• Retention. Where the law requires a record to be kept, keeping it electronically satisfies that, provided it remains accessible, is retained in the form in which it was generated, sent or received, and preserves details of origin, destination and the date and time it was sent or received.

Electronic Contracts

Section 11 confirms that contracts may be formed by electronic communication, and are not invalid merely because of it. Ordinary contract law continues to apply, so the usual requirements of offer, acceptance and consideration are unchanged.

Three provisions matter in practice:

• Party autonomy. Under section 5(2)(a), parties may agree to exclude electronic records, communications or signatures, or to impose extra requirements on form or authentication. A counterparty can insist on wet ink, and that agreement is effective.
• Dispatch and receipt. An electronic communication is dispatched when it leaves the sender’s information system, and received when it becomes capable of retrieval at the address the recipient designated.
• Automated systems. A contract formed between automated systems, or between an automated system and a person, is not invalid merely because no human reviewed it.

Electronic Signatures

Section 8 recognises an electronic signature where a method is used to identify the signatory and indicate their intention in respect of the record.

That is a functional test, not a technical one. Clicking “I accept”, signing a touchscreen with a stylus, and agreeing by email can all satisfy it.

Secure Electronic Signatures

A signature can additionally be secure under section 18, where a specified or agreed security procedure establishes that at the time of signing the signature was:

• unique to the person using it;
• capable of identifying that person;
• under that person’s sole control; and
• linked to the record such that altering the record would invalidate the signature.

The distinction matters evidentially. A secure electronic signature attracts presumptions in its favour, so it is worth using where a document is likely to be disputed.

The 2021 Change: Electronic Transferable Records

This is the part most often stated incorrectly, including by guides written before 2021.

The Electronic Transactions (Amendment) Act 2021 inserted a new Part IIA into the ETA, adopting the UNCITRAL Model Law on Electronic Transferable Records into Singapore law. At the same time it deleted Item 2 of the First Schedule, which had excluded transferable documents and instruments from the Act.

For an electronic transferable record to be the legal equivalent of its paper counterpart, the reliable system holding it must, broadly, allow the record to be identified as the authoritative one, ensure it can be subject to control by one person at a time, and preserve its integrity. This is what makes an electronic bill of lading workable in trade finance rather than merely permitted.

What Is Still Excluded

The First Schedule still excludes:

• the making or execution of a will;
• the creation, performance or enforcement of an indenture, declaration of trust or power of attorney, other than implied, constructive and resulting trusts;
• any contract for the sale or disposition of immovable property, or any interest in it; and
• the conveyance of immovable property or transfer of any interest in it.

So a will, a trust deed, a power of attorney and a property sale and purchase agreement still need conventional execution. The Government has said the remaining items may be removed as the supporting frameworks are readied, so this list is worth re-checking rather than assuming it is permanent.

Government Transactions: Singpass and Corppass

Transacting with Government digital services uses a different mechanism from private contracting. Singpass establishes who you are, and Corppass records which entities you may act for and which digital services you may use. There is no separate Corppass password: you authenticate with Singpass.

The older e-Services Authorisation System (EASY) has been retired. See our Corppass guide for registration, roles and authorising a third party such as a tax agent.

Practical Takeaway

1. Most commercial contracts can be signed electronically, and have been able to since 2010.
2. Since 2021, so can bills of lading and other transferable documents. This was the significant change.
3. Wills, trusts, powers of attorney and property dealings still cannot.
4. A counterparty can contract out. Check the agreement before assuming electronic execution is available.
5. Use a secure electronic signature where the document is high-value or likely to be challenged.

References

• Electronic Transactions Act 2010 — Singapore Statutes Online
• Electronic Transactions (Amendment) Act 2021 — Singapore Statutes Online
• Electronic Transactions Act and Regulations — IMDA