eSignature Legality in Portugal

eSignature Legality Summary

Under Portuguese law, a written signature is not necessarily required for a valid contract; contracts are generally valid if legally competent parties reach an agreement, whether they agree verbally, electronically or in a physical paper document (Article 219 of the Portuguese Civil Code and Article 3(9) of the Portuguese eSignature Law). To prove the existence of a valid contract, parties sometimes have to present evidence in court. Leading digital transaction management solutions can provide electronic records that are admissible in evidence under Article 368 Portuguese Civil Code, to support the existence, authenticity and valid acceptance of a contract.

In addition, Regulation (EU) 910/2014 on electronic identification and trust services for electronic transactions in the internal market came into force on 1 July 2016. Regulation (EU) 2024/1183 amends Regulation EU 910/2014 (the “eIDAS Regulation”). The eIDAS Regulation is directly applicable in the 27 member countries of the European Union.

Types of Permitted Electronic Signature

The eIDAS Regulation is technology neutral and defines three types of electronic signature:

• A simple “electronic signature” means data in electronic form which is attached to or logically associated with other data in electronic form and which is used by the signatory to sign (Article 3.10 eIDAS).

• An “advanced electronic signature” is an electronic signature that meets some additional requirements so that a higher level of trustworthiness can be met.

• A “qualified electronic signature” or “digital” signature means an advanced electronic signature that is created by a qualified electronic signature creation device, and which is based on a qualified digital certificate for electronic signatures (Article 3.12 eIDAS). This digital certificate must be issued by a trust service provider that is on a list of qualified trust service providers of an EU member state, and the qualified electronic signature creation device must be certified by an EU member state. A qualified electronic signature is the only electronic signature level to have special legal status in EU member states, being legally recognized as the equivalent of a written signature (Article 25.2 eIDAS).

Article 25(1) provides that an electronic signature shall not be denied legal effect and admissibility as evidence in legal proceedings solely on the grounds that it is in an electronic form or does not meet the requirements of a QES. Articles 25(2) and (3) give a QES the same legal effect as a handwritten signature and ensure that a QES recognized in one Member State of the EU is also recognized in other Member States. Finally, Recital 49 allows national law to set requirements regarding which type of electronic signature may be required in which circumstances.

Portugal maintains a publicly accessible list of supervisory bodies for qualified certificated providers together with other countries in the European Union.

Document Types That May be Signed Electronically

Use cases where a simple electronic signature (“SES”) is typically appropriate include:

• commercial agreements between corporate entities, including non-disclosure agreements, purchase orders, order acknowledgements, invoices, other procurement documents, sales agreements, distribution agreements, service agreements;

• consumer agreements, including new retail account opening documents, sales terms, services terms, software licenses, purchase orders, order confirmations, invoices, shipment documentation, user manuals, policies, but excluding consumer loan agreements;

• software license agreements;

• licenses of intellectual property, including patent, copyright and trademark; and

• intangible property transfers (e.g., patent and copyright assignments).

Use cases where a qualified electronic signature (“QES”) is required include:

• issue of invoices (Article 12, Decree-Law 28/2019);

• supported urban lease (Article 18, Law 81/2014);

• electronic communications between parties of a rural lease (Article 27, Decree-Law 294/2009); and 

• public tenders and public contracts (Public Contracts Code and Law 96/2015).

Further Guidance

Use cases that are specifically barred from digital or electronic processes or that include explicit requirements, such as handwritten (e.g. wet ink) signatures or formal notarial deeds that are not usually compatible with electronic signatures or digital transaction management:

• contracts to purchase or transfer real property (Article 875 Portuguese Civil Code);

• contracts of surety (Article 628 of the Portuguese Civil Code), if the principal obligation requires a different type of signature;

• consumer loan agreements above € 25.000,00 (Article 1143 of the Portuguese Civil Code);

• stand-alone promises to fulfil an obligation (Article 413 of the Portuguese Civil Code);

• stand-alone acknowledgements of debt (Article 458(2) of the Portuguese Civil Code);

• certain contracts governed by family law, such as pre-nuptial agreements;

• certain contracts governed by the law of succession, such as contracts of inheritance (Article 2028(2) of the Portuguese Civil Code), contracts waiving inheritance (Article 2063 of the Portuguese Civil Code), inheritance sales (Article 2126 of the Portuguese Civil Code);

• termination of residential lease agreements (Article 1710 of the Portuguese Civil Code);

• the articles of incorporation of a company (Article 7 of the Code of Commercial Companies);

• mortgage (Article 687 of the Portuguese Civil Code); and

• communication concerning the Legal regime of Urban Planning and Building (Article 8-A of Law n. 60/2007).

Seminal Court Cases

None.