Canada

Overview

What do I need to know about eSignature legislation in Canada?

Electronic signatures in Canada are governed by federal and provincial regulations. In 2004, the Personal Information Protection and Electronic Documents Act (PIPEDA) was enacted, which states that an electronic signature can satisfy any signature needs which are mandated by federal laws.

The Uniform Electronic Commerce Act (UECA) provides a model eSignature legislation for all provinces and territories in Canada, with the exception of Quebec. Alberta, British Columbia, and Ontario have all enacted legislation based on the UECA model:

• “Alberta Act”: Electronic Transactions Act (2001)
• “Ontario Act”: Electronic Commerce Act (2000)
• “BC Act”: Electronic Transactions Act (2001) 

Quebec has created its own eSignature laws in the Act to Establish a Legal Framework for Information Technology, also known as the “Quebec Act.”

How is an electronic signature defined?

PIPEDA defines an electronic signature as a “signature that consists of one or more letters, characters, numbers, or other symbols in digital form incorporated in, attached to, or associated with an electronic document.”

PIPEDA also differentiates “electronic signatures” and “secure electronic signatures.” A secure electronic signature is a type of digital signature that applies specific technologies or processes by regulation, including a set of consecutive operations that must be completed for the signature to qualify as secure. This type of signature offers added protection and should be applied across the following use cases:

• Documents used as evidence or proof 
• Seals 
• Original documents 
• Statements made under oath 
• Statements declaring truth  
• Witnessed signatures 

According to the Alberta and Ontario Act, an electronic signature is “electronic information that a person creates or adopts in order to sign a record and that is in, attached to, or associated with the record.” Similarly, the BC Act defines it as “information in electronic form that a person has created or adopted in order to sign a record and that is in, attached to, or associated with the record.”

As well as meeting Canadian legal requirements, electronic signatures should comply with the following guidelines to be fully enforceable:

• Confirm the individual who is signing the document is fully authenticated.
• Show intent of the signer. 
• Ensure the document is protected from further changes.

What are some examples of eSignature use cases?

In Canada, electronic signatures are the equivalent to a handwritten signature, as long as all necessary laws and regulations are fulfilled. Here are examples of documents that can generally be signed electronically:

• Finance: Consent forms, broker contracts, loan applications, financial statements, tax forms, account openings, financial statements, transaction disputes, and underwriting documents
• Human Resources: Employment contracts, onboarding paperwork, non-disclosure agreements, company policies, offer letters, and severance agreements
• Sales: Order confirmations, invoices, sales agreements, quotes, proposals, service agreements, partner contracts, and terms and conditions
• Real Estate: Purchase contracts, contract addendums, agency agreements, appraisals, disclosures, rental and leasing agreements, mortgage documents, and titles and deeds
• Legal: Powers of attorney agreements, compliance documents, confidentiality agreements, client and stakeholder reports, engagement letters, and practice continuation agreements

Are there any exceptions to where eSignatures can be applied?

Under Canadian law, certain documents must be signed with a wet signature. Some examples include:

• Wills and codicils 
• Trusts created by wills 
• Deeds 
• Court documents 
• Divorce, adoption, and family law documents 

Resources

1. Personal Information Protection and Electronic Documents Act (PIPEDA): https://www.canlii.org/en/ca/laws/stat/sc-2000-c-5/32784/sc-2000-c-5.html
2. The Uniform Electronic Commerce Act (UECA): https://www.ulcc.ca/en/1999-winnipeg-mb/359-civil-section-documents/1138-1999-electronic-commerce-act-annotated
   
   

DISCLAIMER: This information provides general knowledge on the legal framework for electronic signatures. It should not be taken as a substitute for qualified legal counsel. As regulations constantly evolve, Nitro cannot guarantee that this information is up to date. For further advice, seek out the expertise of a qualified lawyer.