Classification of Law
Switzerland'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 Swiss 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. 11 sec. 1 CO). According to art. 14 sec. 2bis CO, contracts which require a handwritten signature may also be concluded with a QES and will be enforceable as such in a Swiss court. To prove a valid contract, parties sometimes have to present evidence in court. Leading digital transaction management solutions can provide electronic records that support the existence, authenticity and valid acceptance of a contract.
Use Cases for Standard Electronic Signature (SES)
Use cases where an SES is typically appropriate include:
- HR documents, such as regular employment contracts (except with regard to specific areas of the employment relationship, such as intellectual property rights in employee creations), non-disclosure agreements, privacy notices, benefits paperwork and other new employee onboarding processes
- 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 (except loan agreements), including new retail account opening documents, sales terms, services terms, software licenses, purchase orders, order confirmations, invoices, shipment documentation, user manuals, policies
- software license agreements
- intellectual property licenses, including patent, copyright and trademark
Use Cases for Other Types of Electronic Signature (e.g. Digital Signature, AES, QES)
Use cases where an electronic signature other than SES may be required include:
- QES - consumer credit or loan agreements (art. 9 sec. 1, art. 11 sec. 1 and art. 12 sec. 1 LCC)
- QES - pre-empting sale contracts (art. 216 sec. 3 CO)
- QES - donations (art. 243 sec. 3 CO)
- QES - revocations of door-to-door sales (art. 40d sec. 1 CO)
- QES - collective employment contracts (art. 356c sec. 1 CO)
- QES - loan authorizations (art. 408 sec. 2 CO)
- QES - life annuity contracts (art. 516 et seq. CO)
- QES - assignments of claims (art. 164 et seq. CO)
- QES - factoring agreements
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 - real property transfer contracts and deeds for a sum in excess of CHF 2'000 (art. 216 sec. 1 CO)
- Notarization - contracts of surety if conducted with a natural person (art. 493 sec. 2 CO)
- Notarization - inheritance contracts (art. 512 sec. 1 CC)
- Notarization - articles of incorporation of stock companies (art. 647 CO) and of limited liability companies (art. 780 CO)
- Handwritten – last will (art. 498 Civil Law Act)
 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.
 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, Switzerland supports the concept of a QES (Qualified Electronic Signature), requiring independent accreditation for those signatures by an approved certification body. While QES is only legally required for limited types of transactions, as previously discussed, Switzerland, although not an EU member country, generally follows ETSI (European Telecommunications Standards Institute) standards to define the technical requirements for a QES.
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Last updated: November 01, 2018