eSignature Legality in Finland

E-Signature Legality Summary

Under Finnish 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 (Contracts Act Chapter 1 Section 1). The EU Regulation No. 910/2014 of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (the “eIDAS Regulation”) confirms 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. In addition, a qualified electronic signature shall have the equivalent legal effect of a handwritten signature. 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 Chapter 17 Section 2 of Code of Judicial Procedure 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 The eIDAS Regulation repealed and replaced the e-Signatures Directive (1999/93/EC) and is directly applicable in the 28 member countries of the European Union.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.

Notable Changes in E-Signature Law Since 2020

None. 

Documents That May be Signed Electronically

Use cases where a Standard Electronic Signature (SES) is typically appropriate include:

• HR documents, such as employment contracts, benefits paperwork and other new employee onboarding processes

• Commercial agreements between corporate entities, including NDAs, procurement documents, sales agreements

• Consumer agreements, including new retail account opening documents

• Certain real estate documents, including lease agreements, purchase and sales contracts, and other related documentation for residential and commercial real estate

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

• AES or QES – various corporate documents requiring the signature of a company representative, such as minutes of shareholder or board meetings, memoranda of association and share certificates (Finnish Companies Act - Osakeyhtiölaki 624/2006)

• QES – prenuptial agreement (Marriage Act, Avioliittolaki 234/1929)

• QES – mortgage application (Finnish Code of Real Estate - Maakaari 540/1995)

Further Guidance

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 (except leases – see above)(Finnish Code of Real Estate - Maakaari 540/1995)

• Witnesses - testament (Code of Inheritance, Perintökaari 40/1965)

[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.

As a Tiered eSignature Legal Model country, Austria 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, Austria as a member of the European Union, follows ETSI (European Telecommunications Standards Institute) standards to define the technical requirements for a QES. In addition, Austria is in a minority of countries to have specific cases where a third type of electronic signature, the AdES (Advanced Electronic Signature) can serve as a replacement for a QES. An AdES does not have to be approved by a local Austrian certification body, but necessarily requires digital signature technology, and can be interpreted as having to meet certain ETSI certifications to be valid. Austria maintains a full list accessible to the public of authorized qualified electronic certificate providers together with other countries in the European Union.