COVID-19 Ireland Update: New E-Signature Requirements for Corporate Entities
07 Apr 2020
In an effort to curb the spread of the virus, various governments have announced stringent measures requiring people to stay at home, as well as restricting personal travel and contact between individuals.
From a business perspective, the current situation has resulted in most companies deploying their business continuity plans which include extensive remote working for all, or substantially all, personnel in order to comply with government imposed self-isolation and physical distancing measures.
This update examines the specific impact that current restrictions may have on transactions, in particular, the inability to execute material contracts with wet ink / original signatures and the general use of electronic signatures in contracts. We also provide an update on the Companies Registration Office ("CRO") services during these unprecedented times.
Under Irish law therefore, an electronic signature has the equivalent legal effect of a handwritten signature. However, it is recommended that where possible contracts are updated to include a consent provision for the use of electronic signatures or, failing an express contractual provision, that the consent of the other party be received prior to the execution.
Section 14 of the Act provides that for documents where the signature is required to be witnessed an "advanced electronic signature based on a qualified certificate" can be used to execute such documents. However, the Law Society of Ireland has provided guidance (the "Guidance") that such provisions are enabling and therefore do not prevent the signatory or the witness using any other form of e-signature2. The Guidance further clarifies that current best practice is that witnessing of such signatures requires physical presence and witnessing of signatures via telecommunication facilities is not acceptable.
The Maples Group continues to support our clients by issuing legal opinions on transactions when required. We will be applying e-signatures to the majority of our legal opinions throughout the current period of remote working as a result of COVID-19. The application of an e-signature to legal opinions will bind the Maples Group in the same way as a wet ink document, without the need for a wet ink version of any legal opinion to be subsequently issued.
We are closely monitoring the rapidly developing implications of COVID-19 and have launched a resource hub with relevant updates and information for our clients at www.maples.com/covid-19
If you would like further information, please liaise with your usual Maples Group contact or any of the contacts listed below.
1. Note that the valid execution of documents in Ireland depends on a number of issues, which include the type of execution required; legislative requirements; governing documentation of the company; and powers of the individuals/companies concerned.
2. Guidance note of the Business Law Committee of the Law Society of Ireland, "E-signatures, electronic contracts and certain other electronic transactions".
3. Section 10 of the Act prescribes certain agreements that require "wet ink" signatures and cannot be executed via electronic signature.
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