eSignature Legality in Taiwan

eSignature Legality Summary

Under the freedom of contract principle, parties in Taiwan generally have the freedom to choose a document’s format and how it will be executed (including electronic signatures). If electronic signatures are used, compliance with the Electronic Signatures Act (“ESA”) and its implementing regulations area required.

The ESA defines an electronic signature as data attached to and associated with an electronic record and executed with the intention of identifying and authenticating the identity or qualification of the signatory of the electronic record and verifying the electronic record. 

The ESA further defines a digital signature as a type of electronic signature generated by the use of mathematical algorithm or other cryptographic means to create a certain length of digital data encrypted by the signatory’s private key, and capable of being verified by the public key and supported by a certificate issued by a certification authority. 

According to Article 5 of the ESA, parties may adopt electronic signatures and records as an alternative of the handwritten (e.g., wet-ink) signatures and physical documents, provided that the counterparty has either given consent or has been given clear notice that failure to object will be deemed consent and, after a reasonable opportunity to object, has not done so. 

To ensure the provability of electronic signatures, parties may decide on digital signatures, which are deemed “personally signed by the signatory” provided that (i) such digital signatures are supported by a certificate issued by a certification authority approved by the Ministry of Digital Affairs; and (ii) such certificate remains valid, and the use of such certificate does not go beyond its scope of use set forth by the certification authority (Article 6 of the ESA).

Use Cases for Electronic Signature

Use cases where an electronic signature is typically appropriate include:

• HR documents such as employment contracts, NDAs, 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, and service agreements;

• consumer agreements, such as new retail account opening documents, sales terms, services terms, software licenses, purchase orders, order confirmations, invoices, shipment documentation, user manuals, and policies; 

• residential and commercial lease agreements;

• software license agreements;

• copyright, patent and trademark licenses; and

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

Use Cases That Are Not Appropriate for Electronic Signatures

Use cases where an electronic signature is barred from use include: 

• documents related to solicitation or non-solicitation for proxies for attendance at shareholders meetings of public companies as required under the Regulations Governing the Use of Proxies for Attendance at Shareholders Meetings of Public Companies;

• applications and procedural documents for administrative execution as required under the Administrative Execution Act and the Compulsory Enforcement Act; and 

• certain internal procedural documents related to the operations of the Ministry of Justice. 

Following the 2024 amendment to the ESA, administrative exclusions from the ESA are allowed only when authorized by law (apart from those related to judicial procedures).  There is a transition period ending on May 15, 2027 for phasing out existing administrative exclusions.