eSignature Legality in Uruguay

eSignature Legality Summary

Under Uruguayan 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 1252 Uruguayan 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 the Uruguayan Civil Code, 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:

• HR documents such as regular employment contracts, non-disclosure agreements, employee invention 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 including new retail account opening documents, sales terms, services terms, software licenses, purchase orders, order confirmations, invoices, shipment documentation, user manuals, policies

• Residential and commercial lease agreements except termination notices regarding residential lease agreements

• Software license agreements

• Copyright, patent and trademark licenses

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

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:

• AES - any contracts that set forth obligations with a value over 100 Readjustable Units (“Unidades Reajustables”) (approximately USD 2,856) (Article 1595 Uruguayan Civil Code)

• AES - labor contracts or labor contracts that estipulate a defined- term (case law)

• AES - agreements on interests in Loan Agreements (Article 2205 Uruguayan Civil Code)

• AES - settlement agreement (Article 2147 Uruguayan Civil Code)

• AES – lease agreements of rural estate properties and sharecropping (Act 14.384)

• AES – insurance agreements (Article 644 Uruguayan Commercial Civil Code)

• QES - securities (títulos valores) (Act 14.701)

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 – contracts to purchase or transfer real property (Article 1619, 1664, ad 1770 Uruguayan Civil Code)

• Notarization – certain contracts governed by family law, such as marriage contracts (Article 1943 Uruguayan Civil Code)

• Notarization – certain contracts governed by the law of success, such as contracts of inheritance (Article 793 Uruguayan Civil Code), contracts waiving inheritance (Article 1075 Uruguayan Civil Code), inheritance sales (Article 1664 Uruguayan Civil Code)

• Notarization - certain guarantee contracts: Mortgage Contract (Article 2323 Uruguayan Civil Code); Antichresis Contract (Article 2350 Uruguayan Civil Code); Pledge Without Delivery (Prenda sin desplazamiento) (Article 4 Act 17.228)

• Notarization - life-time annuity contract (Article 2183 Uruguayan Civil Code)

• Notarization - trust contracts (Article 2 Act 17.703)

• Notarization – articles of incorporation of a company or corporation (Article 277 Act 16.320)

[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.