Use of electronic signatures in Ireland
The use of electronic or e-signatures in Ireland is governed by the Electronic Commerce Act 2000 (the 2000 Act) and Regulation (EU No 910/2014) (the eDIAS Regulation).
The 2000 Act provides that an electronic signature has the same effect as a wet ink signature, subject to certain exceptions. The eDIAS Regulation gives similar effect to the use of electronic signatures but on an EU-wide basis.
The use of electronic signatures in Ireland had been relatively low but with the introduction of COVID-19 restrictions more businesses were forced to use electronic signatures in order to carry on business.
Two types of electronic signature are commonly used under Irish law:
- A basic electronic signature
This is the most commonly used form of electronic signature. It can take the form of a typed name or initials, a scan of a handwritten wet ink signature, writing a signature on an electronic device with a stylus or a signature generated through the use of DocuSign. - An advanced electronic signature
This is a signature that can be linked to a specific signatory and one that can only be changed by the signatory through the use of encryption or passwords that is unique to the signatory. This signature type can be achieved through the use of DocuSign.
Companies Registration Office filings
The Companies Office upgraded its CORE filing system in December 2020 and as a result, it can now accept basic electronic signatures which has been a very welcome change. The use of electronic signatures has served to speed up the process of the submission of Annual Returns and other Companies Office forms as once an officer has electronically signed a form, it is uploaded to the new CORE portal, there is no need to deliver the signed to the Companies Office by post. Such submissions are checked and registered by the Companies Office much quicker than would have previously been the case when submissions had to be filed with original signatures in hard copy. This also serves to ensure that the information available on the public record at the Companies Office is as up to date and accurate as possible.
Certain forms can either be filed electronically or in hard copy with a wet ink signature. This can be useful if the effective date of a particular change is not known at the time on which the forms are being prepared for signature (e.g., a Form B5 for an allotment shares). Other forms can only be filed online (e.g., Form B10 to appoint/resign a director, Form B2 to change the registered office address) so these forms can only be generated once the effective date of the change is known.
Since the introduction of the mandatory electronic filing of Annual Returns in June 2017, financial statements have been accepted for filing in PDF format meaning that they have been signed using the basic electronic signature for the last number of years. However, more recently, the Companies Office has been accepting financial statements which have been signed using DocuSign which has assisted greatly in ensuring financial statements are approved and signed by the directors in a timely manner during the pandemic restrictions.
Execution of Minutes and Resolutions
Minutes of director and shareholder meetings, or written resolutions of the directors and shareholders, can be signed using a basic or an advanced electronic signature, subject to the constitution of the company.
In the case of shareholder minutes or resolutions, hard copies of the electronically signed documents must be kept on the minute book of the company.
At Crowe, the use of electronic signatures has further enabled our long-standing and continued use of IT solutions to assist our clients. We use several platforms to enable full online collaboration with our clients including the use of fully electronic audit, accounts and tax softwares, fully secure information sharing tools such as Wizuda and Egress, analytics tools such as Inflo and full cloud-based remote working capabilities for all our staff.
