What makes an electronic signature legally binding?
Under US law, four elements turn a click or typed name into an enforceable signature. Miss one and the signature can be challenged.
1. Intent to sign
The signer must take a deliberate action showing they meant to sign — clicking a clearly labeled “Sign” button, drawing a signature, or typing their name where a signature is requested. Intent is the heart of any signature, electronic or handwritten. An accidental click or a name in an email footer generally won't qualify.
2. Consent to do business electronically
The parties must agree to transact electronically. For consumer transactions, ESIGN adds specific disclosure requirements before consent is valid. In business-to-business dealings, consent is often shown simply by proceeding with the electronic process, but capturing it explicitly is best practice.
3. Association of signature with the record
The signature must be logically connected to the specific document it signs. The system should record which document was signed, by whom, and keep the signature attached to that exact version — so there's no doubt about what was agreed. A tamper-evident seal makes this connection provable.
4. Retention of the record
The signed document must be capable of being retained and accurately reproduced by everyone entitled to a copy. If a record can't be kept or reproduced, it may not satisfy the law. A platform that stores the signed file plus a complete audit trail covers this requirement.
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Frequently asked questions
What's the most important requirement?
Intent to sign is foundational — without a deliberate act showing the signer meant to sign, the other elements don't matter. The rest ensure the signature is provable and enforceable.
Do I need explicit consent for B2B contracts?
It's not always required to be explicit in B2B settings, but capturing consent removes ambiguity. For consumer transactions, ESIGN mandates specific consent disclosures.
How does an audit trail help?
It provides evidence of intent, association, and timing — who signed, what they signed, and when — which is exactly what you need if a signature is ever disputed.