An electronic signature will generally be legally effective to conclude a simple contract from a BVI law perspective, so long as:
- for a BVI company, there are no restrictions on the use of electronic signatures in its constitutional documents (this is particularly relevant when a company had old or outdated constitutional documents)
- the governing law of the document in question (if not BVI law governed) permits electronic signatures and doesn't otherwise contain restrictions on the type of document that can be signed by way of electronic signature
- there is nothing in the contractual terms themselves that prohibit electronic signatures
- such electronic signature is applied with the requisite intent and appropriate authority
The exceptions to the general ability of electronic signatures to validly bind a BVI company are:
- in relation to BVI law governed deeds, which will require wet ink signatures/original seals (not electronic)
- in relation to foreign law governed deeds which laws statutorily provide that execution formalities in the jurisdiction of incorporation of the signing company will need to be followed in order to be valid – in such instances, it is arguable that BVI law would apply as if the deed was a BVI law governed deed, in which case wet ink signatures/original seals (not electronic) will be required.
It should be noted that section 103(4C) of the BVI Business Companies Act, 2004 should allow a previously wet inked signed page to be validly electronically attached to a final document (whether or not a deed) under appropriate authority of the BVI company.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.