eSignature Legality in Scotland

eSignature Legality Summary

The position in Scotland is that a written signature is not required to form a contract. Contracts are generally valid if legally competent parties reach an agreement, whether they agree verbally, electronically or in a physical paper document. As such, any electronic signature is capable of forming most contractual obligations under Scots law.

In Scotland, there are specific requirements in relation to the validity, presumption of self-proving status and registration of documents relating to certain types of transaction. These are defined in the Requirements of Writing (Scotland) Act 1995 (the “1995 Act”). Section 1(2) of the 1995 Act sets out certain documents which must be made in writing – these “Formal Documents” include:

• the constitution of:

  • a contract or unilateral obligation for the creation transfer, variation or extinction of a real right in land,

  • a gratuitous unilateral obligation except an obligation undertaken in the course of business, and

  • a trust whereby a person declares himself to be a sole trustee of his own property or any property he may acquire;

• the creation, transfer, variation or extinction of a real right in land otherwise than by the operation of a court decree, enactment or rule of law;

• the constitution of an agreement under s66(1) of the Land Registration (Scotland) Act 2012 (an agreement between proprietors to vary the boundary of adjacent plots of land); and

• the making of any will, testamentary trust disposition and settlement or codicil.

The requirements for valid execution in section 2 of the 1995 Act only apply to the Formal Documents listed in section 1(2) of the 1995 Act.

Types of Permitted Electronic Signature

Scotland defines different classes of electronic signatures, as specified in Regulation (EU) No 910/2014 of the European Parliament and of the Council 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”) and as implemented in the UK through the Electronic Identification and Trust Services for Electronic Transactions (Amendment etc.) (EU Exit) Regulations 2019 (SI 2019/89) (“UK eIDAS”):

• An SES or a simple “electronic signature” means data in electronic form which is attached to or logically associated with other data in electronic form and which is used by the signatory to sign (Article 3.10 eIDAS).

• 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 (Article 3.11 and 26 eIDAS).

• A QES is a “qualified electronic signature,” 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 (Article 3.12 eIDAS).

If an electronic document is authenticated with a QES (regardless of the technology used), that gives it ‘probative’ status under Scots law, meaning the document is presumed to be validly executed and does not require the leading of any evidence to establish its validity in court. Any person challenging its validity would need to show evidence that its appearance was misleading and it had not, in fact, been validly executed. Despite this, a non-QES electronic signature can still be submitted as evidence in court in Scotland. However, if the validity of that signature is challenged, then the party presenting would need to provide sufficient evidence to establish that it is valid. A QES is the only type of electronic signature that is self-proving as a matter of Scots Law - an SES or AES cannot be self-proving.

Documents That May be Signed Electronically

Use cases where an SES is typically appropriate include:

• certain HR documents, such employment contracts, NDAs, employee invention agreements, privacy notices, benefits paperwork and other new employee onboarding processes;

• commercial agreements between corporate entities, purchase orders, order acknowledgements, invoices, other procurement documents, sales agreements, distribution agreements, service agreements and software licence agreements; and 

• consumer agreements, including new retail account opening documents, sales terms, services terms, software licenses, purchase orders, order confirmations, invoices, user manuals and policies, but excluding consumer loan agreements.

For an electronic document required under the 1995 Act to be valid, the electronic signature must be an AES (regulation 2, Electronic Documents (Scotland) Regulations 2014). However, an exception applies to wills, testamentary trust dispositions, and settlements or codicils which prohibit such documents from being executed electronically.

Under the Moveable Transactions (Scotland) Act 2023, which came into force on 1 April 2025, an SES is sufficient to register electronic assignation documents and statutory pledges with the Keeper of the Registers of Scotland. This is a specific exception to the general requirement for AES or QES under the 1995 Act and the Electronic Documents (Scotland) Regulations 2014.

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:

• Formal Documents including contracts for the transfer of land;

• the making of any will, testamentary trust disposition and settlement or codicil. It is not possible to authenticate such documents electronically;

• documents that the parties wish to be formally valid and self-evidencing (probative), where a QES must be used;

• a fixed charge over real estate in Scotland (a standard security) requires registration in the Land Register and only electronic documents authenticated using a QES (subject to limited exceptions) issued by Registers of Scotland under the ARTL System are currently accepted for registration;

• documents for Revenue Scotland where Land and Buildings Transaction Tax (LBTT) is payable, which must be submitted in paper form;

• some documents to be registered with Companies House outside its web-filing service, which must be submitted in paper form;

• an assignation of a patent or patent application, which must be on paper or parchment and signed at the end of the last page;

• where it is intended to register the document in the Books of Council and Session or the Land Register for preservation or execution, or recorded in the Register of Sasines. In order for a document to be registered or recorded, it must be executed with a QES; and 

• where a contract written under Scots law is likely to be relied upon or enforced in a jurisdiction that does not recognise electronic signatures.

As a final note, under the 1995 Act, any document written on paper, parchment or another tangible surface is ‘probative’ (presumed to have been signed by the granter) where it has been signed by a person as a witness to subscription by the granter.

The Legal Writings (Counterparts and Delivery) (Scotland) Act 2015 provides that where a document is signed in counterparts, it is possible for execution to be a mixture of either electronic signature and wet ink – depending on the document type and provided that the requirements of the 1995 Act are met.

The provisions of the 1995 Act dealing with probativity by way of witnessing apply only to documents that are written on a tangible surface. The 1995 Act does not give a witnessed electronic signature self-proving status.

Under Scots law, a QES is the only type of electronic signature that is self-proving (probative).

Seminal Court Cases

None.