Are electronic signatures legal in Delaware?

The Delaware act in brief

Delaware passed the Uniform Electronic Transactions Act in 2000 (House Bill 492). It's chapter 12A of Title 6 of the Delaware Code and applies to electronic records and signatures created on or after July 14, 2000 (6 Del. C. § 12A-104). Section 12A-107 holds the core rules: a record, signature or contract can't be denied legal effect just because it's electronic, and electronic records and signatures satisfy laws that require a writing or a signature.

As with every UETA state, it applies only between parties who have each agreed to transact electronically, judged from context and conduct, and either side can decline the next deal (§ 12A-105(b)–(c)).

Business entities follow their own rules

The act doesn't apply to transactions governed by the General Corporation Law, the Professional Service Corporation Act, the partnership and limited partnership acts, the Limited Liability Company Act or the Statutory Trust Act, or by the corporation laws for state banks, trust companies and savings banks (§ 12A-103(b)(4)–(5)). The corporation law has its own provision instead:

So for corporate paperwork, look to § 116, not the UETA. For an LLC or partnership document, check that statute's own signature rules.

Other exclusions

• Wills and codicils (§ 12A-103(b)(1)). Unlike the uniform text, Delaware's list doesn't name testamentary trusts.
• The Uniform Commercial Code, except sales and leases of goods (Articles 2 and 2A) and two general sections (§ 12A-103(b)(2)).
• The Uniform Computer Information Transactions Act (§ 12A-103(b)(3)).

Mail requirements and electronic postmarks

Delaware added a rule most states don't have. A requirement in a law outside Title 6 to send something by regular, registered or certified mail can be met electronically, but only if the record goes to a system the recipient designated, with contractually assured delivery, an electronic postmark from a postal authority and an electronic postmark certificate (§ 12A-108(d)(3)). Both sides must consent to an electronic postmark, and it can't be used to serve a lawsuit (§ 12A-108(f)–(g)). An ordinary email has no electronic postmark, so keep mailing what the law says to mail.

Choosing a court in an electronic contract

Parties to an electronic contract may pick an exclusive court, but the clause has to say it's exclusive, and in a consumer contract the choice isn't enforceable if it's unreasonable and unjust (§ 12A-117).

How it fits with the ESIGN Act

The federal ESIGN Act also validates electronic signatures nationwide (15 U.S.C. § 7001), and a state's UETA can supersede parts of it (§ 7002). When a law requires you to give a consumer information in writing, follow ESIGN's consumer consent steps too (§ 7001(c)). Our guide explains both laws.

Remote notarization

Delaware's Revised Uniform Law on Notarial Acts lets a notary located in Delaware notarize for someone appearing by real-time audio and video. The notary must identify the signer by personal knowledge, a credible witness or two different types of identity proofing, and the session must be recorded (29 Del. C. § 4320). SignMaster doesn't notarize documents.

Whether a document runs under § 116 or under the UETA, SignMaster handles the signing record the same way. Nobody signs before agreeing to do it electronically, and that agreement is saved with the disclosure version shown. Signers can download the finished PDF, whose certificate of completion logs each step with a time.