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Classification of Law

Civil Law

Brazil's legal system is a mixture of Roman civil law and Anglo-American common law systems.  Civil law operates in areas such as family relations, property, succession, contract, and criminal law, while statutes and principles of common law origin are evident in such areas as constitutional law, procedure, corporations law, taxation, insurance, labour relations, banking and currency.

Civil law systems are based on concepts derived from old Roman law, distinguishable by their reliance on having a comprehensive set of rules and principles codified and easily accessible to both citizens and legal professionals. Codified laws are regularly revised to reflect the current environment, and have stronger emphasis in civil law countries than any precedent set by earlier court cases. Civil law countries cover more than 65% of world’s legal system, including the majority of continental Europe, Central and South America, the Middle East, Asia and Africa.

eSignature Legality Summary

Under Brazilian 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. To prove a valid contract, parties may need to evidence the terms of the agreement, and in case of a dispute, to present evidence in court. Leading digital transaction management solutions can provide electronic records that are admissible in evidence under the Brazilian Code of Civil Procedure, to support the existence, authenticity and valid acceptance of a contract.

Use Cases for Standard Electronic Signatures (SES)

Use cases where an SES is typically appropriate include:

  • Certain HR documents, such as non-disclosure agreements, invention assignment agreements, and privacy notices
  • commercial agreements between corporate entities, including NDAs, purchase orders, order acknowledgements, invoices, sales agreements, distribution agreements, service agreements
  • software license agreements

Use Cases for Other Types of Electronic Signature (e.g. Digital Signature, AES, QES[1])

Use cases where an electronic signature other than SES may be required include:

  • QES - Foreign Exchange Currency Agreement (Letter No. 3,280/2005)
  • QES – For certain small businesses, documents concerning social security, employment tax and contributions and other related documents in relation to the “Simples Nacional” taxation regime

Use Cases That Are Not Typically Appropriate for Electronic Signatures or Digital Transaction Management

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 process that are not usually compatible with electronic signatures or digital transaction management.

  • Notarization – certain HR documents, including official employee registration documents such as Employment and Social Security Cards
  • Notarization – lease contracts in cases where such lease agreements would be required to be registered with a public notary or registry
  • Notarization – agreements for the license of patents, industrial designs, trademarks, supply of technology, technical assistance and franchising, such agreements, when signed between a foreign company and a Brazilian company, are required to be registered with the Brazilian Patent and Trademark Office (PTO) for purposes of deductibility and remittance of payments abroad
  • Notarization – real estate transfer agreements and related real property documents, such as mortgages, which are required to be registered with the Real Estate Registry Office
  • Notarization – some banking agreements may require a handwritten signature when such agreements are required to be registered with a public notary for publication reasons
  • Notarization – foreign currency exchange agreements have a specific regulation which aims to deter tax and foreign currency evasion and money laundering
  • Notarization – transactions related to family law such as marriage, adoption, donation, inheritance
  • Notarization – corporate documents to be registered with the commercial board of registry

[1] A QES is a specific digital signature implementation that has met the particular specifications of a government, including using a secure signature creation device, and been certified as ‘qualified’ by either that government or a party contracted by that government.

Local Technology Standards

Specific technology is not required for an electronic signature to be considered valid under Brazilian law with the exception of specific, government-regulated use cases. For these regulated use cases, Brazil has a robust Certificate Authority infrastructure in place, ICP Brasil, which maintains the root Certificate Authority and requirements that must be met for both government-recognized timestamping and Public Key Infrastructure (PKI) signature policies to create the Brazilian equivalent of a Qualified Electronic Signature.

Due to the difficulty of distributing and maintaining card or token-based digital certificates, use of ICP Brasil-backed electronic signatures in Brasil (QES) are generally limited to high-value, high-volume transactions including foreign exchange transactions, factoring (accounts receivable) and transactions directly with the Brazilian government. Electronic signatures are being widely used by courts and lawyers in the context of lawsuits and legal procedures, as some courts in Brazil nowadays have 100% of its lawsuits or dockets in digital format.

DISCLAIMER: The information on this site is for general information purposes only and is not intended to serve as legal advice. Laws governing electronic signature may change quickly, so DocuSign cannot guarantee that all the information on this site is current or correct. Should you have specific legal questions about any of the information on this site, you should consult with a licensed attorney in your area.

Last updated: November 01, 2019