E-signature in Italy

Introduction on e-signature

In general terms, the use of any form of electronic signature (“e-signature(s)”) may be per se valid, binding and enforceable in Italy.

The Italian Legislative Decree No. 82, dated March 7, 2005 (so-called “Italian Digital Administration Code”) was amended to implement the EU Regulation No. 910/2014 on electronic Identification Authentication and Signature (“eIDAS Regulation”).

E-signature in Italy must be used in compliance with the eIDAS Regulation, the Italian Digital Administration Code, the rules of AgID – Agenzia per l’Italia digitale (i.e. the Italian supervising authority of qualified certification service providers under eIDAS Regulation), and other applicable laws, including, without limitation, the Italian Consumer Code, the guidelines issued by the Data Protection Authority, and the KYC related regulations.

The following four different forms of e-signature are allowed and available in Italy:

(i) “standard” e-signature, commonly recognized as “weak” e-signature (“SES”), which is structured by using different technologies (such as association between username and password or a scanned wet ink/handwritten signature);

(ii) “advanced” e-signature (“AES”), which is structured by using graphometric signature systems and token devices (OTP - One Time Password tools);

(iii) “qualified” e-signature (“QES”), which is the strongest form of e-signature based on a qualified certificate issued by an accredited certifier, and is structured by using a qualified e-signature device (such as a token device or other dual-factor authentication tools); and

(iv) “digital” e-signature (“DES”), which is a peculiar Italian-only type of QES, structured by using an asymmetric key system with both private and public keys.

Most-common e-signature forms

AES and QES are the current most customary e-signatures in Italy. They may be granted either in a portable device (smart-card) or through a remote software application.

Most AES and QES allow to e-sign in two ways: PAdES (PDF) and CAdES (.p7m format).

Use of e-signature

EU laws do not expressly specify when and what type of e-signature is required for a given transaction. Thus, Italy and any other EU Member State may specify the e-signature to be used in connection with certain transactions/documents.

In Italy, only documents signed with AES, QES or DES may be used as evidence in judicial proceedings with the same effect as wet ink/handwritten signature.

Therefore, the use of SES is actually discouraged.

B2B relationships

The majority of private commercial transactions can be validly concluded by using DES, QES or AES.

DES and QES are the only permitted e-signature in relation to certain agreements/deeds having public connotations, including those requiring the intervention of the notary public.

B2C relationships

Private companies and banks are allowed to implement e-signatures signing processes within e-commerce and online banking software platforms to formalize B2C agreements subject to applicable laws and regulations.

Fintech companies currently provide video platforms allowing trade and banking market players to release to customers either an AES on their own, or QES by intermediation of an operator of a qualified certification service provider enrolled in a supervised EU-trusted list.

Public Sector

There are no specific provisions preventing public administrations from using or accepting e-signatures. The Italian Government has been promoting the digitalization of the public administration by the adoption, on a voluntary basis, of personal digital identities (SPID).

However, wet ink/handwritten signature may be still required by a public authority as a matter of practice.

Mandatory filings with Companies’ Registrar

Since December 2019, any member of the management and control bodies of Italian entities must be equipped with an e-signature for the purpose of the filings with the local Companies’ Registrar, unless the filings are made by chartered accountants, notaries public or other professionals.

Corporate books

The digitalization of corporate books is permitted.

KYC Regulations

Italian KYC regulations allow financial institutions to carry out identification of customers through video tools when customers are equipped with QES.

Final remarks

The interaction between signing platforms, certified digital repositories and public databases has to be carefully evaluated when implementing e-signature. Indeed, while the Italian Companies’ Registrar and other public authorities accept only the CAdES e-signature type for public filings, most of the online signing software platforms use the PAdES e-signature type.

Generally, e-signatures generated by e-commerce and online banking software platforms may not be reliable in full, since they are either disposable or their use is contractually limited to a given platform.

Despite some recent steps forward in the recognition of long distance meetings due to the Covid-19 emergency, Italian notaries public still require the physical attendance of the signatory party.

Any digitalized corporate book and other documents must be properly stored in certified digital repositories according to AgID rules.