E-signing contracts with partners in other countries
What makes an e-signature on a contract with a partner in another African country reliable, and what proof of the signing each side should keep.
By Achekam · · 5 min read · For Running a business businesses in South Africa, Nigeria, Kenya
A distributor in Johannesburg agrees terms with a manufacturer in Nairobi. A Lagos marketing agency wins a retainer from a bank in Accra. A Kenyan logistics firm signs a service agreement with a customer in Kampala. Nobody is going to fly across the continent to sign a contract in ink, and couriering paper back and forth adds weeks.
Electronic signatures solve the logistics. They also raise a fair question: if a dispute arises, will a court or the other side's lawyers in another country accept that the contract was really signed, and by whom? The answer depends partly on the law in each country and partly on the evidence each side keeps. You control the second part completely.
A shared starting point: the UNCITRAL Model Law
The United Nations Commission on International Trade Law (UNCITRAL) produced a Model Law on Electronic Signatures, adopted on 5 July 2001. UNCITRAL states that it aims to enable and facilitate the use of electronic signatures by setting criteria of technical reliability for treating electronic and handwritten signatures as equivalent. Its page on the Model Law on Electronic Signatures explains the text and its purpose.
A model law is a template that countries may use when writing their own legislation; it is not itself binding. Each country's electronic transactions law is what actually applies, so whether a particular country follows the Model Law, and how closely, is something to check with a lawyer in that country. What the Model Law offers business people is a clear picture of the principles many legal systems use to judge e-signatures.
Technology-neutral, and equal to ink
UNCITRAL explains that the Model Law takes a technology-neutral approach, so legislation based on it may recognise both digital signatures built on public key infrastructure and electronic signatures that use other technologies.
It also states that the Model Law rests on three principles:
- Non-discrimination: a signature should not be refused simply because it is electronic.
- Technological neutrality: no single technology is required.
- Functional equivalence: an electronic signature can do the job a handwritten one does, if it meets the reliability criteria.
UNCITRAL adds that the Model Law sets basic rules of conduct for assessing the duties and liabilities of the person signing, the party relying on the signature, and any trusted third parties involved in the signature process. In plain terms: each participant has responsibilities, and the party relying on a signature is expected to act sensibly in checking it.
What makes a signing convincing
Whatever the law in each country says in detail, two questions come up whenever a signature is challenged: was it really this person who signed, and did they approve this document, in this form?
Evidence that helps answer both:
- The identity of the signer: the e-mail address the signing request went to, and how that address was confirmed as theirs.
- Their authority: for a company, evidence that the signer may bind it, such as a board resolution or a letter of authority.
- The document itself: a final PDF that cannot be confused with an earlier draft.
- The signing record: when the document was sent, opened and signed, and by whom.
- Order of signing where it matters, for example when your own director signs only after the other side has.
When the signer is in another country
UNCITRAL states that the Model Law favours recognising foreign certificates and electronic signatures on a principle of substantive equivalence, which disregards where the foreign signature originated. The question, in other words, is whether the foreign signature is as reliable as a domestic one would be, not which country it came from.
That is reassuring for cross-border trade, but it depends on the countries involved having laws that follow the principle. It is one more reason to agree, in the contract itself, which country's law governs it and how disputes will be resolved.
What an Achekam signing envelope keeps
In Achekam, any document can be sent for electronic signature with signature and initials fields placed on it, signers in order or all at once, an expiry and reminders. An uploaded PDF, a document composed from text blocks with merge fields, or a saved template can be sent. When signing is complete, the signed PDF and a completion certificate are filed back into Documents. The signing console opens from the Sign button and the dashboard rather than from the sidebar.
An envelope with a signer from outside the business must be linked to a client or a CRM lead before it is sent. For a cross-border deal, that means the foreign partner's record is set up first, so the signed contract sits with that customer or prospect rather than floating in a general folder.
Documents are kept in Document Centre, where files can be organised in folders, tagged, searched and archived, and a new version of a file keeps the earlier ones. Keep the final signed PDF, its completion certificate and the authority documents for each signer together in the same folder.
Achekam provides the signing process and keeps its record. It does not decide whether a signature satisfies the law of a particular country, so that remains a question for your lawyers on documents where it matters.
Settle these with the other side first
Before you rely on an e-signed contract with a partner in another country, agree:
| Question | Why it matters |
|---|---|
| Which country's law governs the contract? | It decides which e-signature rules apply. |
| Does that law accept e-signatures for this kind of document? | Some documents may need extra formalities in some countries. |
| Who will sign, and what proves their authority? | A valid signature by the wrong person does not bind the company. |
| In what order will the parties sign? | It avoids one side signing a version the other has not seen. |
| What will each side keep? | Both should hold the signed PDF and the signing record. |
Agree the process, then sign
Raise e-signing in the first draft of the contract, not at the end, and keep the signing record with the contract for as long as the relationship lasts. To see which signing certificates different countries' rules look for, read e-signature certificates by country, and for signing with a party on the other side of a dispute, a settlement agreement with the other party.
General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.
