eSignature Legality in Lithuania

eSignature Legality Summary

Under Lithuanian 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 (Art. 1.71 Lithuanian Civil Code). To prove 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 Art. 177 Lithuanian Code of Civil Procedures, to support the existence, authenticity and valid acceptance of a contract.

In addition, Regulation (EU) No 910/2014 on electronic identification and trust services for electronic transactions in the internal market (the “eIDAS Regulation”) came into force on 1 July 2016. The eIDAS Regulation repealed and replaced the e-Signatures Directive (1999/93/EC) and is directly applicable in the 28 member countries of the European Union.

The eIDAS Regulation is technology neutral and defines three types of electronic signature (SES, AES, QES). 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.

Use Cases for Standard Electronic Signature (SES)

Use cases where an SES is typically appropriate include:

• commercial agreements between corporate entities (including purchase orders, order acknowledgements, other procurement documents, sales agreements, service agreements)

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

• residential lease agreements (except terminated lease agreements) and service agreements

Use Cases for Other Types of Electronic Signature (e.g. Digital Signature, AES

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

• QES or specific agreement on use of SES - transactions made by natural persons in the event where at the moment of their formation the value of the property upon which the transaction is made exceed 1.500 Euro, except such transactions which are performed at the time of their formation (Subpar. 1, Par. 1 Art. 1.73 Lithuanian Civil Code)

• QES or specific agreement on use of SES - transactions on the foundation of legal persons (Subpar. 2, Par. 1 Art. 1.73 Lithuanian Civil Code)

• QES or specific agreement on use of SES - contracts of purchase and sale of goods by installments (Subpar. 3, Par. 1 Art. 1.73 Lithuanian Civil Code)

• QES or specific agreement on use of SES - insurance contracts (Subpar. 4, Par. 1 Art. 1.73 Lithuanian Civil Code)

• QES or specific agreement on use of SES - arbitration agreements (Subpar. 5, Par. 1 Art. 1.73 Lithuanian Civil Code)

• QES or specific agreement on use of SES - contracts of lease of a movable thing for a term of over one year (Subpar. 6, Par. 1 Art. 1.73 Lithuanian Civil Code)

• QES or specific agreement on use of SES - preliminary contracts (Subpar. 7, Par. 1 Art. 1.73 Lithuanian Civil Code)

• QES or specific agreement on use of SES - contracts of life annuity (contracts of rent) (Subpar. 8, Par. 1 Art. 1.73 Lithuanian Civil Code)

• QES or specific agreement on use of SES - settlement agreements (Subpar. 9, Par. 1 Art. 1.73 Lithuanian Civil Code)

• QES or specific agreement on use of SES - motorised vehicle purchase agreements (Subpar. 10, Par. 1 Art. 1.73 Lithuanian Civil Code)

• QES or specific agreement on use of SES - contracts of gift providing the sum of gift exceeds 1.500 Euro (Par. 1 Art. 6.469 Lithuanian Civil Code)

• QES or specific agreement on use of SES - loan agreements made by natural persons providing the sum of loan exceeds 600 Euro (Par. 1 Art. 6.871 Lithuanian Civil Code) or by legal persons (Par. 2 Art. 6.871 Lithuanian Civil Code)

• QES or specific agreement on use of SES - agreement on joint activities (partnership) (Par. 4 Art. 6.969 Lithuanian Civil Code)

• QES or specific agreement on use of SES - contracts of suretyship (Art. 6.79 Lithuanian Civil Code)

• QES or specific agreement on use of SES - guarantee (Art. 6.91 Lithuanian Civil Code)

• QES or specific agreement on use of SES - agreements for an earnest (Art. 6.99 Lithuanian Civil Code)

• QES or specific agreement on use of SES - agreements for contractual delegation and assumption of a debt (Art. 6.118 Lithuanian Civil Code)

• QES or specific agreement on use of SES - contracts of consumer lease (Art. 6.506 Lithuanian Civil Code)

• QES or specific agreement on use of SES - contracts of lease of means of transport (Art. 6.513, Art. 6.523 Lithuanian Civil Code)

• QES or specific agreement on use of SES - contracts of lease of buildings, construction works and installations (Art. 6.531 Lithuanian Civil Code)

• QES or specific agreement on use of SES - contracts of lease of enterprise (Art. 6.538 Lithuanian Civil Code)

• QES or specific agreement on use of SES - land lease contracts (Art. 6.547 Lithuanian Civil Code)

• QES or specific agreement on use of SES - contracts for the provision of tourist services (Art. 6.749 Lithuanian Civil Code)

• QES or specific agreement on use of SES - contracts of franchise (Art. 6.767 Lithuanian Civil Code)

• QES or specific agreement on use of SES - contracts of distribution (Art. 6.798 Lithuanian Civil Code)

• QES or specific agreement on use of SES - contracts of deposit concluded by natural persons (Art. 6.831 Lithuanian Civil Code)

• QES or specific agreement on use of SES - crediting agreements (Art. 6.882 Lithuanian Civil Code)

• QES or specific agreement on use of SES - bank deposit agreements (Art. 6.894 Lithuanian Civil Code)

• QES or specific agreement on use of SES - property trust agreements (Art. 6.960 Lithuanian Civil Code)

• QES or specific agreement on use of SES – transfer of rights, including a license, relating to a copyright (Par. 1, Art. 42, Law on Copyright and Related Rights)

• QES or specific agreement on use of SES – patent assignment agreements (Par. 1, Art. 42 Patent Law)

• QES or specific agreement on use of SES - other transactions whose mandatory ordinary written form is provided for by Lithuanian Civil Code or other laws (Subpar. 11, Par. 1 Art. 1.73 Lithuanian Civil Code)

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.

• Formal notarization - contracts to purchase or transfer real property, transactions to encumbrance of the rights to real property (Subpar. 1 Par. 1 Art. 1.74 Lithuanian Civil Code)

• Formal notarization - contracts of marriage (pre-nuptial and post-nuptial) (Subpar. 2 Par. 1 Art. 1.74 Lithuanian Civil Code)

• Formal notarization - contracts of purchase-sale of an enterprise if 25 or more percent of shares of Limited Liability Company are being sold or the cost of shares exceeds 14.500 Euro (Subpar. 3 Par. 1 Art. 1.74 Lithuanian Civil Code)

• Formal notarization - contracts of gift providing the sum of gift exceeds 14.000 Euro (Par. 2 Art. 6.469 Lithuanian Civil Code)

• Formal notarization - loan agreements providing the sum of loan exceeds 3.000 Euro and loan will be given in cash (Par. 4 Art. 6.871 Lithuanian Civil Code)

• Formal notarization - bills of exchange providing the sum exceeds 3.000 Euro (Par. 5 Art. 1.105 Lithuanian Civil Code)

• Formal notarization - official wills (Art. 5.28 Lithuanian Civil Code)

• Formal notarization - other transactions which according to Lithuanian laws shall be notarized (Subpar. 3 Par. 1 Art. 1.74 Lithuanian Civil Code)

[1] An AES is an “advanced electronic signature”, a type of electronic signature that meets the following requirements: (a) it is uniquely linked to the signatory; (b) it is capable of identifying the signatory; (c) it is created using means that are under the signatory’s sole control; and (d) it is linked to other electronic data in such a way that any alteration to the said data can be detected.

[2] 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

As a Tiered eSignature Legal Model country, Lithuania supports the concept of a QES (Qualified Electronic Signature), requiring independent accreditation for those signatures by an approved certification body. In compliance with the EU Regulation No. 910/2014 on Electronic identification and trust services for electronic transactions in the internal market, Lithuania maintains a publicly accessible list of supervisory bodies for qualified certificated providers together with other countries in the European Union.