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eSignature Legality Guide

eSignature Legality in China

Electronic signatures are legally recognized in China and are provided for in the Electronic Signature Law ("ESL").

E-Signature Legality Summary

The People's Republic of China (“PRC”) enacted the ESL in 2004, with significant revisions following in 2015 and 2019. The PRC Human Resources and Social Security Department released the Circular on Issues relating to Signing Electronic Employment Agreement in March 2020.

Types of Electronic Signature

The ESL defines an "electronic signature" as data in electronic form contained in and attached to a data message that can be used to identify the signatory and to demonstrate that the signatory recognizes what is in the message. Data message means the information generated, dispatched, received, or stored by electronic, optical, magnetic, or similar means.

“Reliable” electronic signatures have equal legal force as a handwritten signature or seal. To be reliable, an electronic signature must meet the following four conditions:

  • The signature creation data are, within the context in which they are used, linked to the signatory and to no other person;

  • The signature creation data were, at the time of signing, under the control of the signatory and of no other person;

  • Any alteration to the electronic signature, made after the time of signing, is detectable; and

  • Where the purpose of the legal requirement for a signature is to provide assurance as to the completeness and integrity of the information,any alteration made to that information after the time of signing is detectable.

China also allows for “electronic certificate-based signatures” otherwise known as digital signatures. Although the term “electronic certificate-based signatures” is not defined in the ESL, it generally refers to electronic signatures certified by third-party digital certificate service providers to establish that the electronic signature complies with the applicable legal requirements. These third-party providers that offer digital certification services must be pre-approved by the regulatory authorities in China.

While the ESL is not entirely clear on whether the certification is mandatory to prove the reliability of electronic signatures, local courts in different jurisdictions hold split opinions on this issue. In some cases, the court decided that the certification is a precondition for electronic signatures to be reliable, while other courts determined that as long as the execution and performance formulates a complete evidence chain, then the electronic signature will be sustained.

Documents That May be Signed Electronically

The following categories typically do not impose any requirements on the use of electronic signatures:

  • HR

  • Procurement

  • Corporate Resolutions

  • NDAs

  • Software Licensing

  • Healthcare

  • Banking

  • Real Estate (excluding transfer of rights and interest of real property)

  • Lending

  • Chattel Paper

  • Insurance

  • Education

  • Life Sciences

  • Technology sector

  • Documents to Notarized

  • Documents to be Recorded

  • Consumer Transactions; and

  • Government Filings

Further Guidance

A court will usually consider an electronic signature reliable if it is certified by an Electronic Certification Services Provider that is pre-approved by the regulatory authorities in China.

If the parties do not choose a pre-approved service provider, then the obligation to prove reliability of the electronic signature falls on the parties.

DISCLAIMER: The information on this site is for general information purposes only and is not intended to serve as legal advice. Laws governing the subject matter 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: September 7, 2021

Resources

  • PRC Electronic Signatures Law

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