Порядок электронного заключения договоров разъяснен в Гражданском кодексе

Article 331 of the Civil Code, which regulates written contracts, usually deals with the conclusion of contracts in electronic form. The corresponding article 331.5 refers to the legislation “on electronic commerce and electronic document management”. The change of this rule is envisaged by the draft law, which is under consideration in the Milli Majlis. Article 331.1 shall be supplemented with the second and third sentences in italics:

• 331.1. A written contract must be concluded by drawing up a document reflecting its content and signed by the person or persons who signed the contract, or their authorized representatives. The contract is considered concluded in writing when it is concluded with the help of electronic or other technical means that allow to reflect its content unchanged on a tangible medium, and in this case, when using any method that allows bona fide identification of the person who expressed his will, the requirement for a signature considered completed. The law, other legal acts or agreement of the parties may define a special method (methods) that allows you to accurately identify the person.

In fact, regulation in this way is a transfer of the regime to other acts provided for in Article 331.5 of the Civil Code. According to the Law on Electronic Signature and Electronic Document:

1. An electronic signature is “data added to other data or logically associated with them, allowing the signatory to be identified” (Article 1.1.4); and
2. “An electronic signature cannot be invalidated due to the fact that it is in electronic form or without a certificate, created by means of an unauthenticated signature” (Article 3.1).

After the adoption of this draft law, Article 331.5 of the Civil Code will have the following content (underlined words are replaced in italics):

• 331.5. Issues related to the conclusion of transactions in electronic form when trading and confirmation by electronic signature are regulated by the legislation of the Republic of Azerbaijan on electronic commerce and electronic document management.

It should be noted that, as can be seen from the above provisions of the Law on Electronic Signature and Electronic Document, to approve a written contract with an electronic signature, a certified signature issued by state bodies is not required (unless such a signature is specifically intended).

Since the use of various electronic solutions and portals for electronic document management and mutual signing of documents has been increasing for a long time, it is positive that this issue is clarified directly in the Civil Code.