Name
Global FinTech Guide
Country _ Name
Russia
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

According to Russian civil legislation, a written transaction is considered valid if a person conducts the transaction using electronic or other technical means that can reproduce the content of the transaction in an unchanged form on a material carrier. The requirement for a signature is considered fulfilled if any method that accurately identifies the person expressing their will is used (par. 2 of Article 160 of the Civil Code of the Russian Federation).

In accordance with the Federal Law No. 63-FZ dated April 6, 2011 "On Electronic Signatures" (the "Electronic Signature Law"), there are two types of electronic signatures: a simple electronic signature and an enhanced electronic signature. Enhanced electronic signatures can be further classified as enhanced unqualified electronic signatures and enhanced qualified electronic signatures.

A simple electronic signature is a signature that confirms the creation of an electronic signature by a specific person through the use of codes, passwords, or other means

An enhanced unqualified electronic signature is a signature that: 1) is obtained through cryptographic transformation of information using an electronic signature key; 2) allows for the identification of the person who signed the electronic document; 3) enables the detection of any changes made to the electronic document after it was signed; 4) is created using electronic signature tools.

An enhanced qualified electronic signature is a signature that meets all the criteria of an unqualified electronic signature and the following additional criteria: 1) the signature verification key is specified in a qualified certificate; 2) electronic signature tools used for creating and verifying the signature comply with the requirements set forth in the Federal Law (par. 2, 3, 4 of Article 5 of the Electronic Signature Law).

Information in electronic form signed with an enhanced qualified electronic signature is recognized as an electronic document equivalent to a paper document signed by a handwritten signature and can be used in any legal relationships in accordance with the legislation of the Russian Federation, except in cases where federal laws or regulatory legal acts adopted in accordance with them require the document to be exclusively on paper (par. 1 of Article 6 of the Electronic Signature Law).

In addition, information in electronic form signed with a simple electronic signature or an enhanced unqualified electronic signature is recognized as an electronic document equivalent to a paper document signed by a handwritten signature in cases specified by federal laws, regulatory legal acts adopted in accordance with them, or agreements between participants in electronic interactions, including payment system rules. Regulatory legal acts and agreements between participants in electronic interactions that establish cases where electronic documents signed with an unqualified electronic signature are equivalent to paper documents signed by a handwritten signature shall provide for the procedure for verifying the electronic signature (par. 2 of Article 6 of the Electronic Signature Law).

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

The loan agreement between individuals shall be concluded in writing if the amount exceeds ten thousand rubles, and in the case where the lender is a legal entity, regardless of the amount. To confirm the loan agreement and its conditions, the borrower's receipt or any other document confirming the transfer of a certain amount of money or a specific quantity of items by the lender may be presented (Article 808 of the Civil Code of the Russian Federation).

According to Article 820 of the Civil Code of the Russian Federation, a credit agreement shall be concluded in writing. Failure to comply with the written form will render the agreement void.

The drafting of a credit agreement signed by the parties is not the only way to confirm compliance with the written form of the agreement at its conclusion, as the borrower's intention to receive a specific amount of money from the bank under agreed conditions can also be evident from other documents (such as the customer's request for the disbursement of funds, etc.), approved by the bank through the opening of a loan account for the customer and the disbursement of funds.

According to the position of the Bank of Russia, consumer credit cannot be formalized through conclusive actions. The consumer credit agreement (loan) is concluded in accordance with the legislation of the Russian Federation for a credit agreement, loan agreement, taking into account the specifics provided for in the Federal Law No. 353-FZ dated December 21, 2013 "On Consumer Credits (Loans)".

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

To use an enhanced qualified electronic signature one need to obtain a qualified certificate for electronic signature verification key (par. 1 of part 4 of Article 5 of the Electronic Signature Law).

As a general rule, qualified electronic signature certificates, which can be used by legal entities and individual entrepreneurs, are issued by the Certification Authority of the Federal Tax Service of Russia.

Some individuals may receive a qualified electronic signature certificate from another government agency. In particular, this applies to:

  • credit institutions, non-credit financial organizations (participants in the financial market). They can obtain an enhanced qualified electronic signature at the Certification Center of the Bank of Russia (par. 2 of Article 17.2 of the Electronic Signature Law);
  • institutions subordinate to a government agency or local self-government body. These legal entities are issued an enhanced qualified electronic signature by the Certification Center of the Federal Treasury (par. 3 of Article 17.2 of the Electronic Signature Law);
  • individuals and their representatives by power of attorney. These individuals receive an enhanced qualified electronic signature at accredited Certification Centers (Article 17.1 of the Electronic Signature Law).

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

In accordance with Article 162 of the Civil Code of the Russian Federation, failure to comply with the written form of a transaction deprives the parties of the right to refer to witness testimony as evidence of the transaction and its conditions in case of a dispute, but does not deprive them of the right to present written and other evidence.

Additionally, as per par. 2 of Article 162 of the Civil Code of the Russian Federation, in cases explicitly specified in the law or in the agreement between the parties, failure to comply with the simple written form of a transaction leads to its invalidity.

For example, failure to comply with the written form of a bank deposit agreement (par. 2 of Article 836 of the Civil Code of the Russian Federation) or a contract for the transfer of exclusive rights (par. 2 of Article 1234 of the Civil Code of the Russian Federation) entails their invalidity.

Usual practice of signing contractual agreements in the B2B sector

In practice, signing B2B contracts in electronic form is becoming increasingly common. The crisis caused by Covid-19 has likely accelerated its usage. In particular, B2B integration is used in this area, which involves combining multiple services that cater to wholesale trade into a unified whole on a B2B platform.

Usual practice of signing contractual agreements in the B2C sector

In the B2C sector, electronic document flow in Russia is quite developed and used in various areas: in electronic form with the use of enhanced qualified electronic signature, it is possible to conclude an employment contract (Article 22.3 of the Labor Code of the Russian Federation). Additionally, the mandatory insurance contract can be signed by the vehicle owner with a simple electronic signature.




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