Legality of eSignatures in Japan

Background

Electronic signatures have revolutionized document authentication, making the signing process more efficient in Japan and globally. These eSignature methods enable quick, eco-friendly completion of various contracts, which are crucial for reducing paper use and expediting commercial transactions. Nonetheless, understanding the key aspects of implementing electronic signatures in Japan is vital.

Selecting an electronic signature tool that aligns with the nation’s legal stipulations, specifically the Act No. 102 of May 31, 2000, the Act on Electronic Signatures and Certification Business,¹ is vital for successful adoption in Japan. This is to ascertain the legal validity of electronic signatures compared to their handwritten counterparts within Japan.² Despite the progressive acceptance, it is essential to recognize that some documents may still require a physical signature, and seeking legal consultation is advisable to navigate variable regional laws.

The importance of the security of electronic signatures cannot be understated. Services must integrate robust protection features such as data encryption, verification of signer identities, and provision of audit trails to prevent unauthorized access and guarantee document authenticity. Services like BoldSign include these security measures, helping users meet compliance standards and ensure high-security levels.

Enterprises in Japan must emphasize legal conformity, elevate security measures, and choose user-friendly platforms to integrate electronic signatures into their business frameworks. This approach boosts productivity and protects their business exchanges.

What is an eSignature

In Japan, the eSignature act defines electronic signatures as a measure taken with regard to information that can be recorded in an electromagnetic record (a record made by an electronic form, a magnetic form, or any other method not perceivable by human senses and that is used for information processing by computers), and which falls under both of the following requirements:³

• Information must be intended to indicate that the signatory created such data, and
• It must be possible to verify whether the data has been altered.

Overview of electronic signature in Japan

The key legislation governing electronic signatures in Japan is the Act on Electronic Signatures and Certification Business (Act No. 102 of May 31, 2000). This is widely known as the eSignature Act.

As per the Act, an electronic record (except for those drawn by public officials in the exercise of their official functions), will be presumed to be authentic if the specific electronic signature is:⁴

1. Based on proper control of codes and objects necessary to perform the signature, such that only that person can substantially perform, and
2. Performed by the person in relation to the information recorded in the electromagnetic record.

Accreditation of specific certification services is obtained from the competent minister of Japan,⁵ who verifies that the application meets the following standards:⁶

• The equipment used for the business related to the application must conform to the standards prescribed by the competent ministerial ordinance.
• The verification of the user's authenticity in the application process must be carried out in accordance with the methods prescribed by the ordinance.
• Additionally, the procedures related to the application must be carried out in a manner that conforms to the standards prescribed by the ordinance.

If electronic signatures that do not meet the legal requirements set by the eSignature Act, and its validity is challenged, the entity enforcing the eSignature may need to substantiate the authenticity of the electronic signature.⁷

List of certification service providers in Japan

Certification services in Japan are tasked with issuing and managing binding digital certificates that verify identities and ensure secure, legally recognized electronic signatures, seals, and website authentication.⁸ This prevents impersonation of creators of electronic documents by ensuring tamper-proofing and tracking alterations to electronic signatures as per the standards of the eSignature Act.

The following are recognized certification services in Japan:⁹

Recognition of foreign eSignatures in Japan

Certification or renewal of certification of foreign eSignatures in the Japanese system requires that.¹⁰

• Japan’s minister conducts an investigation¹¹ before granting certification or renewal.
• However, if the minister thinks it is important for Japan to honor treaties or international agreements with that foreign country, then the minister can skip the investigation and instead require the company to submit certain documents (as specified by ministerial rules).

Scope and limitations of eSignature transactions

Even though an enforceable contract under Japanese law is not mandatory to be in writing or signed, it is common for contracts to be signed electronically, handwritten, or stamped with a company seal or stamp to provide proof of the parties’ intent to agree. Below is a brief analysis and a summary table of these transactions.

Documents that may be signed electronically

Electronic signatures can be employed to affix signatures and provide countersignatures on a diverse array of documents, such as:

• HR documents
• Procurement documents
• Legal opinions
• Offer letters
• Public petitions
• Software licensing
• Non-disclosure agreements
• Memoranda and internal correspondences
• Purchase orders
• Employee onboarding documents
• End-user agreements, etc.

Exemptions

The regulations lack an express provision on which transactions are not to be completed in electronic form. However, caution is to be taken when dealing with:

• Notarizations
• Family law documents
• Power of attorney
• Wills and inheritance documents
• Deeds
• Oaths
• Notarizations, etc.

To verify the legitimacy of an electronic signature, it is recommended to implement the following best practices in addition to meeting all relevant legal obligations:

• Confirm the identity of the individual signing and, in business dealings, ensure that the individual is authorized to represent the company in signing the document.
• Obtain clear consent from the individual signing, which should be recorded either within the contract itself or in a separate agreement, to establish their deliberate choice to use the designated electronic signature for the document.
• Safeguard the document against any modifications post-application of the electronic signature.
• Maintain a detailed record of the signing process, including each action taken by the individual signing.

How does BoldSign help

The following elements of compliance available within BoldSign can be used to comply with Japanese eSignature laws:

• Secure and unique signing link: A secure and unique link to sign a document is sent directly to the signer's email address. This ensures that the document is only accessed by the intended signer and cannot be tampered with.
• Password protection: Senders can specify a password that needs to be entered before viewing and signing a document. This adds another layer of security to the signing process.
• Audit trail: The IP address of the signer and timestamps for all significant events in the signing process are recorded in an audit trail. This provides a record of who signed the document, when, and where.
• Digital signature: The final document is digitally signed with an AATL-compliant certificate. This ensures that the document cannot be tampered with without invalidating the signature.
• Consent: Signers are asked to confirm their intent to sign electronically and informed that they could opt out. This ensures that the signer is aware of the implications of signing electronically and has given their consent.
• Custom terms: Get your signers to agree to a custom set of terms. This can be useful to ensure additional security or that the signer understands the terms of the document.

Disclaimer: The information on this page is intended to help businesses understand the legal framework of electronic signatures for this particular country.

However, Syncfusion’s officers, directors, stockholders, affiliates, attorneys, accountants, employees, or agents cannot provide legal advice. You should consult your personal attorney regarding your specific legal questions. Laws and regulations are subject to frequent changes, and the information may not be current or accurate. To the maximum extent permitted by law, Syncfusion provides this material on an “as-is” basis. Syncfusion disclaims and makes no representation or warranty of any kind with respect to this material, express, implied, or statutory, including representations, guarantees, or warranties of merchantability, fitness for a particular purpose, or accuracy.

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