Electronic Signatures in Uruguay

In Uruguay, electronic signatures and digital signatures are commonly used in business and commercial transactions. In general, any document requiring a signature can be signed with an electronic signature, as, according to Uruguay's regulatory framework, electronic signatures can replace handwritten signatures.

At ZapSign, we believe in the utility of technology in processes, which is why we offer our simple electronic signature service to companies so they can sign their documents quickly and with legal validity.

Simple Electronic Signature

The simple electronic signature is the most basic form of electronic signature and does not require a special authentication or certification process. It is commonly used in everyday online transactions or agreements between parties who are physically distant. It can be as simple as including the names of the parties in a digital document or checking a box to indicate acceptance.

According to Uruguayan law, the simple electronic signature is defined as "data in electronic form attached to an electronic document or logically associated with it, used by the signer as a means of identification".

For this form of signature to have legal validity, the law requires that it be recognized as valid by the parties using it or that it has been accepted by the person to whom the document is presented. Therefore, the parties must include a contractual clause in which they recognize the validity of the electronic signature used and establish the conditions for its acceptance. This clause must include:

i) The express acceptance of its use by the parties.
ii) The specific identification of the technology or mechanism used for the signature (e.g., OTP code).
iii) Confirmation that its use will have the same validity and legal effects as a physical, handwritten, or autographed signature.

It is important to note that, as it lacks an external control guaranteeing the identity of the signer, if one of the parties disputes the simple electronic signature, the other party must prove its validity as an expression of the will of the signer.

Advanced Electronic Signature

The advanced electronic signature uses more robust authentication and security mechanisms, such as digital certificates issued by trusted certification authorities. It is used in transactions and documents that require a higher level of security and trust. According to Uruguayan law, the advanced electronic signature must meet the following requirements:

i) Allow the unique identification of the signer.
ii) Be created by means that the signer can keep under his exclusive control.
iii) Be verifiable by third parties.
iv) Be linked to an electronic document in such a way that any subsequent alteration is detectable.
v) Have been created using a technically secure and reliable device.
vi) Be based on a recognized certificate valid at the time of signing.

For the proper functioning of this type of signature, and in order to establish external control, the law has created the figure of the "Accredited Certification Service Provider". These providers of advanced electronic signature services, duly registered with the Electronic Certification Unit (UCE), are responsible for validating the identity of the signer.

The advanced electronic signature has the same validity and effectiveness as the handwritten signature in public or private documents with certified signatures, so it does not require a prior agreement between the parties to be accepted. In other words, it is not necessary to include a contractual clause to consider it valid.

It is important to note that the advanced electronic signature does not provide certainty regarding the date of signing unless the service provider expressly offers electronic dating service.

Use cases for simple electronic signature in Uruguay

• Human resources documents such as regular employment contracts, non-disclosure agreements, employee invention agreements, privacy notices, benefits documentation, and other new employee onboarding processes.
• Commercial agreements between corporate entities, including non-disclosure agreements, purchase orders, order confirmations, invoices, other procurement documents, sales agreements, distribution agreements, service agreements.
• Consumer agreements, including documents for opening new retail accounts, sales terms, service terms, software licenses, purchase orders, order confirmations, invoices, shipping documentation, user manuals, policies.
• Residential and commercial lease agreements, except termination notices related to residential lease agreements.
• Software license agreements.
• Copyright, patent, and trademark licenses.
• Transfers of intangible property (e.g., patent and copyright assignments).

Use cases for advanced electronic signature in Uruguay

• Any contract that establishes obligations with a value exceeding 100 Readjustable Units (approximately USD 2,856) (Article 1595 of the Uruguayan Civil Code).
• Labor contracts or labor contracts that stipulate a defined term (case law).
• Agreements on interests in Loan Agreements (Article 2205 of the Uruguayan Civil Code).
• Settlement agreements (Article 2147 of the Uruguayan Civil Code).
• Lease agreements of rural estate properties and sharecropping (Act 14.384).
• Insurance agreements (Article 644 of the Uruguayan Commercial Civil Code).

In September 2009, Law 18600 was approved, regulating the regime of electronic documents and signatures, which was regulated through Decrees No. 276/013 of 09/03/2013, No. 36/012 of 02/08/2012, and No. 436/011 of 12/08/2011.

Law 18,600, in its article 1, establishes its admissibility, validity, and legal effectiveness. Uruguayan legislation admits two types of electronic signature, advanced and common or simple.

Note: ZapSign cannot provide legal advice. We suggest consulting with a lawyer regarding your legal concerns.