Singapore's place in electronic transactions

First of all, Singapore is the preferred destination for entrepreneurs to start their business in Asia. As a technology- and business-oriented country, Singapore offers investors and entrepreneurs a favorable and stable business environment.

Second, most Singaporeans are digitally literate. Homes and offices are equipped with top-notch digital infrastructure, and the latest 5G innovation provides a solid digital foundation for businesses.

Finally, Singapore is globally recognized for its development in many areas. As the most competitive economy and smartest city in the world, Singapore is well positioned to support progressive digital business practices.

General rules for electronic transactions

Singapore recognizes the need to establish a strong digital governance culture. In 1998, it became the first country in the world to implement the UNCITRAL Model Law on Electronic Commerce by enacting the Electronic Transactions Act (ETA). Among the first to invoke the 2005 UN Convention on the Use of Electronic Communications in International Contracts, Singapore has a legal framework aligned with internationally recognized rules, which increases legal predictability.

In addition, the Singapore Electronic Transactions Act 2010 repealed and re-enacted (with amendments) the Electronic Transactions Act (1998). Further recent revisions followed in March 2021 to ensure that the country’s legal and regulatory infrastructure keeps pace with international trade law and the latest technological developments, so that Singapore remains globally competitive.

In addition, the Electronic Transactions Act provides a comprehensive commercial code for electronic transactions as the rights and obligations of the parties to the transaction are clearly defined. The legal aspects of electronic contracts, such as the recognition and use of electronic records, digital signatures and electronic contracts are fully addressed.

Finally, the Electronic Transactions Act states that “information shall not be denied legal effect, validity or enforceability solely because it is in the form of an electronic record” (Article 6). This means that most documents are legally recognized as the functional equivalent of a paper document, unless they are mentioned in the list of excluded documents below:

➤ The creation or execution of a will
➤ Negotiable instruments, deeds, bills of exchange, promissory bills, bills of lading, warehouse receipts, etc
➤ The creation, execution or enforcement of a deed of trust, declaration of trust or power of attorney, except for constructive and resulting trusts
➤ Any contract for the sale or other disposition of real property, or any interest in real property
➤ The assignment of real property or the transfer of an interest in real property

Electronic registration

Singapore law provides that an electronic record is any document “generated, communicated, received or stored by electronic means in an information system or for transmission from one information system to another“.
In effect, this implies that any data stored in electronic or digital form is an electronic record. Electronic records include emails, digital images, powerpoint presentations, websites, etc.

Thus, no document can be considered illegal just because it is in electronic form. The mere fact that information has been stored in electronic form can never be used to invalidate that information in any way. The Electronic Transactions Act gives legal validity to all electronic records, provided certain conditions are met:

1. First: If the information is durable and not transitory.

2. Second: A record must be signed

Electronic signature

In order to facilitate electronic transactions, Singapore allows any person who wishes to do so to sign his or her contract electronically. An electronic signature, like a wet ink signature, is a record of a person’s intention or consent. This recording can take one of the following forms:

➤ Pasting a scanned image of his or her handwritten signature
➤ Signing with a stylus or finger on a touch screen
➤ Checking a box or clicking "I agree" in an online form
➤ Selecting an option in electronic signature software

The Electronic Transactions Act provides for the legal recognition of electronic contracts and gives full effect to these electronic signatures (and electronic records) establishing a regime that supports the digitization of business services.

Electronic signatures are most often executed by signing an electronic document. This can be done through software applications such as AdobeSign or Sleek Sign.

However, even if the electronic signature is validly recognized by the Electronic Transactions Act, any transaction requiring a signature can be legalized provided:

1. A reliable and appropriate method is used to identify the signer.

2. That the intent of the signatory is to perform the obligations contained in the document. In practice, this means that secure and legally binding electronic signatures can be validly affixed to all resolutions.

Among the best known, Sleek is one of the digital platforms that have developed advanced technological processes to streamline corporate secretarial procedures by automating “ready to sign” resolutions. These processes allow companies to save costs by using electronic signatures compared to traditional handwritten signatures.

Electronic identity for government interactions

In September 2016, the Singaporean government announced the introduction of CorpPass: a unique digital identity (with a unique entity number that is an identification number issued to an entity to conduct transactions with the government) that companies in Singapore can use for all interactions with the government. CorpPass ensures confidentiality in all business transactions. Entities such as joint ventures, trust funds, individuals, etc. that are not eligible to use CorpPass will continue to use their SingPass accounts to conduct transactions with the government.

What are the electronic transactions in Singapore?

The Electronic Contract

On the one hand, Section 11 of the Electronic Transactions Act does not restrict contractual transactions and recognizes that a contract may generally be entered into by any means, electronic or otherwise, provided that the general requirements for establishing contractual relationships are met (such as offer, acceptance, etc.). This provision the general rules for the formation of a contract, also applying to electronic contracts, such as the offer and acceptance of a contract, the intention to create a legal and binding relationship between the parties, etc.

On the other hand, when you conclude the electronic contract you must be careful about:

1. Party Autonomy:

The Electronic Transactions Act provides that the parties to a contract may exclude the use of electronic records, electronic communications, or electronic signatures in any contract by agreement and the parties may impose additional requirements on the form or authentication of the contract or transaction by agreement.

2. Sending and Receiving an Electronic Communication:

An electronic communication is sent either at the time it leaves the sender’s information system that is under its control or at the time it is received by the recipient. The time of receipt is the time when the receiver can retrieve the electronic communication.

3. A contract with or between one or more automated message systems:

A contract between an automated message system and a natural person or between any two automated message systems is considered valid. Validity cannot be denied merely because no natural person has reviewed the contract.

Use of an electronic document in court

Since the amendment of the Evidence Act (Cap 97) in 1997, a party may use an electronic document as evidence in court.

How to protect your electronic transactions?

The Electronic Transactions Act also provides for the development of procedures such as public key infrastructure (“PKI”) to facilitate the secure electronic transfer of information. These safeguards are essential to protect confidential business information. Indeed, a public key infrastructure (PKI) assists users in obtaining the necessary public keys. These public keys enable cryptographic operations, such as encryption and digital signature, which provide the following guarantees during electronic transactions:

1. Confidentiality: it guarantees that only the legitimate recipient (or possessor) of a block of data or a message can have an intelligible view of it.

2. Authentication: it guarantees to any recipient of a data block or a message or to any system to which a user tries to connect, the identity of the sender or the user in question.

3. Integrity: it guarantees that a data block or a message has not been altered, accidentally or intentionally.

4. Non-repudiation: it guarantees to anyone that the author of a data block or a message cannot disavow his or her work, i.e. claim not to be the author.

In addition, further procedures to simplify the use of electronic transmission by businesses are set out in the Singapore Companies Act (Chapter 50). In 2016, the Companies Act was amended to liberalize the transmission of notices and documents. A new provision, Section 387C, was implemented to allow for the electronic delivery of documents such as notices, accounts, balance sheets, financial statements and reports if the company’s constitution provides for this mode of delivery. Alternatively, the corporation may obtain the express consent of each shareholder to give effect to section 387C.

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