State Law On Electronic Documents and Signature

This map contains information about the use of electronic offering documents and electronic signatures, including the ESIGN Act, UETA, and the NASAA SOP.  Each of the foregoing should be consulted when determining acceptance of electronic transactions.

The Electronic Signatures in Global and National Commerce Act (the “ESIGN Act”), enacted on June 30, 2000, is the federal law governing and providing the framework for electronic signatures in interstate commerce and applies to most contracts and commercial transactions. In circumstances where federal law would not govern, forty-eight states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands have adopted the Uniform Electronic Transactions Act (“UETA”).  UETA is similar in scope and substance to ESIGN. The states that have not adopted UETA—Illinois and New York—have adopted similar legislation.

In addition to federal and state law authorizing the acceptance of electronic signatures, the North American Securities Administrators Association membership adopted a model “Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures” (“NASAA SOP”) on May 8, 2017.  The NASAA SOP addresses the use of electronic offering documents and subscription agreements for state securities transactions.  Some states have formally adopted the NASAA SOP by regulation.  Other states informally follow the NASAA SOP, through department position or no action relief.