Is Signing a Contract Online Legal in Thailand, and Will a Court Accept It?

An electronic signature works like a signature on paper

The Electronic Transactions Act B.E. 2544 sets out the following rules.

1. Section 7: a message in electronic form cannot be denied legal effect just because it is electronic.
2. Section 8: where a law requires writing or written evidence, electronic data that can be accessed and used again without its meaning changing counts as writing.
3. Section 9: where a law requires a signature, an electronic signature will do when the method identifies the signer, shows the signer accepts what was signed, and is reliable enough for the purpose of that signing.

In short, a contract made and signed electronically binds the parties just as a paper contract does, as long as the signer can be identified and the data is kept in a form that can be opened and read later.

Which contracts still need paper or registration

Some transactions fall outside the Act, as set out in a royal decree, which names only two classes, family and succession matters. For those, follow the method that the specific law prescribes.

The other group is a transaction for which a law or an agency prescribes its own form, for example land registration, which requires the Land Department's form ท.ด.21. In that case the prescribed form must be used, and signing online alone is not enough.

A lease of immovable property for longer than three years must be in writing and registered with the competent officer, otherwise it can be enforced for three years only. A sale or mortgage of immovable property must be in writing and registered, or it is void. Signing online does not replace that registration.

Most contracts a business uses every day, such as employment contracts, confidentiality agreements and freelance agreements, need no registration and can be signed online in the ordinary way.

If the other side denies it, what does a court look at?

A court may not refuse electronic data as evidence just because it is electronic (section 11). How much weight it gets depends on how reliably the data was created, stored and communicated, how reliably it was kept unchanged, and how the originator of the data was identified. In practice, when the other side says they never signed, the issue turns on the surrounding evidence. For example:

1. A record of who signed, when, from which IP address, and how they confirmed it, for instance a code sent to the signer's phone.
2. The signer's identity document, if the signer uploaded one.
3. A hash of the final contract file, used to check whether the file was altered after signing.
4. Later messages, emails or payments showing the other side knew of the contract and acted on it.

Stamp duty still depends on the type of contract

Signing online does not remove stamp duty. Instruments on the Revenue Code's stamp-duty schedule, such as leases of land or buildings, hire-purchase, loans, hire of work and powers of attorney, must have their stamp duty paid before they can be used as evidence in a civil case. Some instrument types can be paid online through the Revenue Department's e-Stamp system, so check with the Revenue Department how yours is paid.

Employment contracts and confidentiality agreements (NDAs) are not on the stamp-duty schedule. An NDA that sits inside a hire-of-work or service contract follows the main instrument.

What Kontrax keeps

Kontrax records the following evidence around each signing. Kontrax does not certify anyone's identity. These records are supporting evidence, and a court decides what weight to give them.

1. Every signature is logged in an audit log with its time, the signer and the OTP confirmation sent by SMS (Kontrax never sees or stores the code), together with the IP address.
2. A copy of the identity document of each party who uploaded one, bound to the contract.
3. Once everyone has signed, a SHA-256 hash of the final PDF is stored on the contract and in an append-only audit log, so any change to the file after signing can be detected.

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