Name
Global FinTech Guide
Country _ Name
Poland
SectionTitle
Signature requirements
Body
The signature requirements pertain the legal or contractual requirements in order to make a legally effective declaration of intent or a legally binding contract.

Possibility to replace a specific formal requirement of making a binding declaration of intention

Electronic signatures have already been present in the Polish legal system for many years, but the COVID-19 pandemic has greatly accelerated the use of electronic signatures in Poland.

The Civil Code (Kodeks cywilny) provides for an electronic form. Its provisions clearly stipulates that the written form and the electronic form are two separate but equal forms of declarations of will. A declaration of will made in electronic form is equivalent to a declaration of will made in writing and in order to maintain the electronic form of a legal transaction it is sufficient to make a declaration of will in electronic form and include a qualified electronic signature compliant with the eIDAS regulation. Unfortunately, documents that require a notarised certification of signature or notarial deeds cannot be replaced by an electronic form.

In Poland, there also is the so-called Trusted Profile (profil zaufany), which is a type of signature used by citizens to contact government institutions. Through the use of the Trusted Profile, the citizen can arrange official matters without leaving home by easily signing his/her documents (authentication takes place via the bank account).

Presence of any specific formal requirements to effectively conclude a loan agreement

Electronic conclusion of loan agreements should be executed with a qualified electronic signature. Banks also use instalment purchase agreements for certain goods (e.g. household appliances/RTVs) using an advanced electronic signature where there is double verification.

All agreements falling within the scope of the Consumer Credit Act must be concluded in written form. In order to effectively conclude an agreement in written form, it must be signed either by hand (written form) or by means of a qualified electronic signature. This requirement of course also applies to the online platform on which the loans are sold. If the requirement of written form is not fulfilled, the enterpreneur runs the risk of being accused of applying an unlawful practice towards consumers, which may consequently materialise into an accusation of a practice infringing the collective interests of consumers.

Process of conclusion of a contract by using a qualified electronic signature in practice

A qualified signature can be purchased from one of the certified providers. Their list can be found on the website of the National Certification Centre https://www.nccert.pl/.
The qualified signature set usually consists of:

  • a special cryptographic card on which your qualified certificate is stored;
  • a card reader that you connect to your computer;
  • software that you need to install.
There are also qualified signatures where the certificates are stored in the 'cloud' and it is sufficient to have the corresponding authentication application on your phone.
Offering electronic signatures is possible after obtaining an entry in the register of trust services kept by the National Bank of Poland. The register is kept pursuant to the Act on Trust Services and Electronic Identification (Ustawa o uslugach zaufania oraz identyfikacji elektronicznej).

The application is not subject to payment. However, the assessment of conformity with the eIDAS regulation carried out by a conformity assessment body (necessary to register in case of a trust service provider who intends to provide qualified trust services) costs approx. EUR 15,000-25,000.

In accordance with the eIDAS Regulation, all qualified electronic signatures based on qualified certificate in one EU State are recognised in all other EU States. Whether a given trust service provider holds such a certificate can be easily verified via the eIDAS Dashboard, which is the official website of the EU

Legal consequences to a contract in case of not fulfilling formal requirements

If the law requires a legal transaction to be conducted in writing, in a document or in an electronic form, a transaction not conducted in the prescribed form is invalid only if the law provides for the pain of nullity.
If the law prescribes a special form for a legal act, an act performed without compliance to such form is invalid. The above, however, does not refer to the cases, when compliance to special form is reserved only to produce certain effects of a legal transaction.

Usual practice of signing contractual agreements in the B2B sector

In the B2B sector, these are most often in signed written form, increasingly often in electronic form using qualified signatures, date confirmation forms (if required by law for some type of agreements) or notarized signatures (if required by law for some type of agreements). Notarial deed forms are required for transactions of large amounts or agreements such as sale of property.

Usual practice of signing contractual agreements in the B2C sector

In the B2C sector, the most common form of agreement conclusion is the written form, including sales agreements, service agreements, etc. Companies providing their services via modern platforms, such as e-commerce, already use agreements signed with an advanced electronic signature. Using Qualified Electronic Signatures (QES) is becoming increasingly accessible, as new providers offer the option to purchase a single-use signature. Identity verification is often conducted through online banking, making the process fast and user-friendly

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