Legality of eSignatures in Panama

Background

Electronic signature has evolved from a modern convenience into a critical pillar of national infrastructure, serving as a non-negotiable tool for legal certainty and economic continuity in Panama and across the globe. They have significantly transformed the document authentication process, thereby expediting the finalization of agreements and different transactions. They enable quick and eco-friendly signing procedures, reducing paper use and speeding up business transactions. However, it is important to fully understand the key aspects of implementing electronic signatures in Panama.

Selecting an electronic signature platform that adheres to Panamanian legal standards, particularly Law 82 of 2012¹, is highly vital for successful adoption. This law gives electronic signatures the same legal validity as their handwritten counterparts.² Note that certain documents may still require a handwritten physical signature, and given that legal stipulations differ across regions, obtaining professional legal counsel is advisable.

The security of eSignature services is of utmost importance. The provider you choose should offer robust security features, such as encryption, authentication, and audit trails, to guard against unauthorized access and verify the integrity of documents. For instance, BoldSign offers these imperative security features and complies with legal and security protocols.

Enterprises in Panama must emphasize legal conformity, elevate security measures, and choose user-friendly platforms for integrating electronic signatures into their business frameworks. This approach boosts productivity and ensures the protection of their business exchanges.

What constitutes an electronic signature

Under Panaman regulations, an electronic signature is a technical method of identifying a person and indicating that the person approves of the information contained in the data message or electronic document.³ In Panama, such signatures are legally binding on most documents if they can be distinctly associated with the signer and if there is evidence to confirm their authenticity, ensuring the integrity of the document has not been compromised. Moreover, the signatory’s intention to sign must be evident, signifying a purposeful agreement to the terms specified in the document. When these conditions are satisfied, electronic signatures carry the same legal weight as traditional handwritten signatures.

Overview of electronic signatures in Panama

The use of electronic signatures in Panama is regulated by:

• Law 82 of November 9, 2012.

The law accords that electronic signatures in Panama shall not be denied legal effect, validity, or enforceability solely on the ground that a data message has been used in its formation.⁴ Additionally, actions, procedures, or documents that are carried out through physical or traditional means may be performed electronically with the same legal and evidentiary consequences.⁵

The National Directorate of Electronic Signatures of the Public Registry in Panama is responsible for ensuring the correct development, inspection, and surveillance of the provision of certification services for electronic signatures.⁶

Panama’s Law No 82 of November 9, 2012, divides electronic signatures into:

• Simple electronic signatures (SES)
• Qualified electronic signatures (QES)

A simple electronic signature (SES) is any set of sounds, symbols, or data attached to or logically associated with an electronic document, used by a person to identify themselves and express consent to its content. These include an image of the handwritten signature tracing, i.e., that it is the result of its scanning.⁷

A qualified electronic signature (QES) is an electronic signature whose validity is supported by a qualified electronic certificate. QES must meet the following requirements⁸:

• It allows the signatory to be identified and any subsequent changes to the signed data to be detected.
• It is uniquely linked to the signatory and to the data to which it refers.
• It has been created using secure electronic signature creation devices, which are kept by the signatory under their exclusive control.
• It has been created through the infrastructure of a certification service provider registered with the National Directorate of Electronic Signature.

Linked to the related data, so any changes are detectable

It is essential to preserve the authenticity of the signed document. Modifications made to the document after signature should be clearly identifiable. This is commonly accomplished through an audit trail. Audit trails record the signer's IP address, timestamps of key signing events, and location, providing proof of identity, timing, and place of signature.

Uniquely linked to a person

A secure electronic signature must be uniquely connected to the person using it. The signature must be uniquely created using methods that only the signer has access to, such as a private key and confidential information, to verify their identity.

Use and incorporation of their sole control

The person using the secure electronic signature must have sole control over the means of creating the signature. Typically, this requires managing a key pair or two-factor authentication, with the signer exclusively holding the private key to prevent unauthorized signature forgery.

Identify the person using the technological process

The process used to create the signature must be capable of identifying the person signing. This may include using a biometric signature, Personal Identification Number (PIN), email address, or company registration number.

The qualified electronic certificate must contain the following information:⁹

• Identification of the signatory
• Name of the regulated certification service provider issuing it
• Date of issue and expiration of the certificate
• Serial or unique identification number of the certificate
• Electronic signature of the certification service provider that issued the certificate
• Signature verification data that corresponds to the signature creation data under the signer's control
• Any other data that the public registry of Panama requests by regulation

Summary analysis

Recognition of a foreign electronic signature

Certificates issued by foreign electronic signature certification service providers may be recognized under the same terms and conditions established by Law 82 of November 9, 2012, for qualified certificates in any of the following cases:¹⁰

• When such certificates are recognized by virtue of agreements with other countries, whether bilateral or multilateral, or made within the framework of international organizations to which Panama is a party.
• When such certificates are issued by certification service providers duly endorsed in their country of origin by institutions equivalent to the National Directorate of Electronic Signature of the Public Registry, which require for their recognition standards that guarantee security in the creation of the certificate and the regularity of the details of the certificate, as well as its validity.
• When it is proven that such certificates were issued by a certification service provider that meets the minimum standards required for an electronic signature certification service provider registered with the National Directorate of Electronic Signature of the Public Registry.

Trust list of qualified service providers in Panama

The public registry of Panama is mandated to registerand and serve as the root certification authority for electronic signatures in Panama. It established the legal parameters for the creation, use, and development of the eSignatures within the framework of Panama’s public key infrastructure and supervises accredited certification service Providers¹¹.

Below are some of the providers of qualified electronic signature certification in Panama:¹²

• Firmatech, Inc.
• Letmi Panama, SA
• STK Panama, S.A. – Production System Development and Administration¹³
• The Factory HKA Corp.
• Point of Sale Solutions, S.A.
• Electronic Business Intelligence, Corp.
• Hypernova Labs, S.A.
• Satcomla, S.A.
• Gurusoft, S.A.
• Emagic, S.A.
• Infile, S.A.
• Digifact Servicios, S.A.
• Topmanage de Panamá, S.A.
• Ideati, S.A.
• Alanube Solutions, S.A.
• Gosocket Panamá, S.A.
• Edicom Panamá, S.A.
• Panamá PAC Solutions and Services
• AVD Tec International, S.A.
• Easy Invoice, S.A.

The scope and limitations of eSignature transactions

The use of electronic signatures is not legally recognized for all document types. Some transactions are appropriate for eSignatures, while others are not. Below is a brief analysis and a summary table of these transactions.

Documents that can be signed

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

• Legal opinions
• Offer letters
• Software license agreements
• Memoranda & internal correspondence
• Non-disclosure agreements
• Purchase orders
• Human resource documents
• Procurement
• Education field
• Employee onboarding, etc.

Exempted transactions

The regulatory framework in Panama does not explicitly specify the types of transactions that are not permissible to be finalized with electronic signatures. Nevertheless, it is advisable to exercise prudence when engaging in transactions such as:

• Wills and inheritance documents
• Family law documents such as marriage, adoption, and divorce papers
• Powers of attorney¹⁴
• Real estate transfers and property deeds
• Negotiable instruments
• Statutory declarations
• Notaries
• Testamentary and trust documents

Summary of the scope and limitations

To ensure the authenticity of an electronic signature, it is advised to follow these recommended practices while also meeting all applicable legal requirements:

• Confirm the identity of the signer and, when it involves a corporate entity, verify that the individual has the legal authority to bind the company with their signature.
• Acquire explicit permission from the signer, which may be incorporated into the contract or provided via a separate acknowledgment form, to affirm their intention to sign the document using the specified electronic signature method.
• Protect the document from any changes after the electronic signature has been applied.
• Keep a comprehensive log of the signing procedure, recording every step taken by the individual applying the signature.

How does BoldSign help

The following elements of compliance available within BoldSign can be used to comply with electronic signature laws in Panama:

• 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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