Electronic signatures are fully legally recognized, valid, and widely used in Poland. As a member state of the European Union (EU), the legal framework governing e-signatures in Poland is directly derived from and compliant with the comprehensive eIDAS Regulation (Regulation (EU) No 910/2014), which harmonizes standards for digital transactions across the EU.
The Polish legal system operates on the principle that most agreements do not require a specific form to be valid (freedom of contract). However, where Polish law does mandate a “written form” for certain contracts, it explicitly permits a Qualified Electronic Signature (QES) as a legally equivalent substitute for a handwritten signature.
1. Legal Framework
Poland’s electronic signature legislation is based on a tiered model that gives different legal weights to different types of signatures, following the eIDAS framework:
A. Primary Legislation
- i. eIDAS Regulation (EU No 910/2014): This is the core legal act. It guarantees the legal effect and admissibility of electronic signatures in court across all EU member states, including Poland.
- ii. Act on Trust Services and Electronic Identification (Ustawa o usługach zaufania oraz identyfikacji elektronicznej) (2016): This national act implements the eIDAS Regulation into Polish law and regulates the operations of Qualified Trust Service Providers (QTSPs) within the country.
- iii. Polish Civil Code (Kodeks Cywilny): The Civil Code (Art. 60, 61, 78) explicitly recognizes electronic statements of intent and links the legal formality of a contract to the type of electronic signature used.
B. The Three Tiers of Signatures
| Signature Type | Description | Legal Effect in Poland |
| Simple Electronic Signature (SES) | Basic digital data, such as a scanned signature, a typed name in a document, or an “I accept” button click. | Admissible as evidence in court. It cannot be denied legal effect solely because it is electronic. The party relying on it must provide additional evidence (audit logs, IP addresses, etc.) to prove the signer’s identity and intent. |
| Advanced Electronic Signature (AdES) | Uniquely linked to the signatory, capable of identifying them, and created using means under the signatory’s sole control. It ensures document integrity. | Admissible as evidence with a higher probative value. Sufficient for most commercial agreements that don’t legally require a specific “written form.” |
| Qualified Electronic Signature (QES) | An AdES that is created by a Qualified Electronic Signature Creation Device (QSCD) and is based on a Qualified Certificate issued by an EU-approved QTSP. | Legally equivalent to a handwritten signature. Where Polish law requires the “written form” for a contract to be valid, a QES must be used to sign it electronically. It carries a legal presumption of validity. |
Note on National Tools:
Polish citizens commonly use the free Trusted Profile (Profil Zaufany) for communicating and signing documents with public administration, which, for many administrative purposes, is treated as equivalent to an Advanced Electronic Signature. However, a QES is generally required for commercial and civil law matters that mandate the written form.
2. Documents That Can Be Signed Electronically
Because Poland follows the principle of contractual freedom of form, most common business and consumer documents can be signed electronically, often using just an SES or AdES, as no specific legal form is required for them to be valid.
Documents commonly signed electronically include:
i. General Commercial Contracts: NDAs, service agreements, general sales contracts, procurement documents, and standard distribution agreements.
ii. HR and Employment (General): While the labor code is strict, employment contracts and internal HR documents (excluding certain formal declarations) can typically be signed with an AdES or QES (as the law requires written form for an employment contract).
iii. IP Licensing: Non-exclusive license agreements (e.g., software licenses).
iv. Residential and Commercial Leases: Standard lease agreements often do not require the strictest “written form” formality.
v. Administrative Filings: Submissions to public administration (tax offices, social security (ZUS), etc.) often require the Trusted Profile or a QES.
Mandatory QES Requirement: Where a Polish law explicitly requires the “written form” (forma pisemna) for validity (e.g., an employment contract, non-competition agreements, transfer of economic copyright), the document can be signed electronically only with a Qualified Electronic Signature (QES) to maintain its full legal effect.
3. Documents That Cannot Be Signed Electronically (Exclusions)
Polish law reserves the highest forms of legal formality for specific, high-stakes transactions, which are incompatible with any form of electronic signature. These forms require the involvement of a notary or specific ceremonial acts.
Documents that cannot be signed electronically and require the formal process of a Notarial Deed (Akt Notarialny) or equivalent include:
i. Real Estate Transfer: Contracts for the sale and transfer of ownership of real property (land, buildings, or premises) must be concluded as a notarial deed to be valid.
ii. Corporate Formation: The establishment of certain capital companies (e.g., a limited liability company (sp. z o.o.) or a joint-stock company (S.A.)) generally requires a notarial deed for the articles of association. (Though a simplified online registration system, S24, allows for electronic incorporation using a QES or Trusted Profile, it only applies to specific, pre-defined templates).
iii. Secured Transactions: Documents creating or transferring certain rights that require registration in the land and mortgage register (Księga Wieczysta), such as mortgages, usufruct, or easements.
iv. Wills and Inheritance: Formal wills and certain inheritance declarations require a specific form, such as a notary deed or a handwritten document with particular formalities.
v. Statutory Formality: Any other documents where the law explicitly requires a higher formality than the simple “written form,” such as a written form with a notarized signature (podpis notarialnie poświadczony).
4. Notable Changes in the Laws
The trend in Polish law continues toward greater digitalization, primarily through the legislative expansion of the QES’s equivalence to a wet-ink signature.
a. Digitalization of Corporate Filings (KRS): Starting in 2018, all filings with the National Court Register (KRS) for commercial companies must be submitted electronically and signed using a QES or the Trusted Profile. This effectively mandated digital signatures for all corporate governance documents submitted to the register.
b. Electronic Service of Documents (Since 2021): The Electronic Service of Documents Act introduced a mandatory system for electronic correspondence between public entities and registered businesses. This shift required companies to set up an electronic service address for formal communication, often necessitating the use of QES or Trusted Profile for signing official correspondence and applications.
c. Proposed Amendments to Copyright Law (Ongoing): There are ongoing governmental efforts to simplify formal requirements, particularly for agreements transferring economic copyright or granting exclusive licenses. Currently, these require the strict written form (QES) under penalty of invalidity. Proposed changes aim to lower this requirement to the less restrictive “documentary form,” which could allow for the use of an AdES, significantly easing transactions for creative industries and freelancers.
Disclaimer
The information on this site is for general information purposes only and is not intended to serve as legal advice. Laws governing the subject matter may change quickly, so Flowmono cannot guarantee that all the information on this site is current or correct. Should you have specific legal questions about any of the information on this site, you should consult with a legal practitioner in your area.
References
1. Act of 18 September 2001 on Electronic Signature (Ustawa o podpisie elektronicznym), repealed by the 2016 Act on Trust Services, but historically significant.
2. Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (the eIDAS Regulation).
3. Act of 5 September 2016 on Trust Services and Electronic Identification (Ustawa o usługach zaufania oraz identyfikacji elektronicznej), Dz.U. 2016 poz. 1579, as amended.
4. Act of 23 April 1964 – Civil Code (Kodeks Cywilny), Dz.U. 1964 nr 16 poz. 93, as amended, particularly Article 78 concerning the electronic form of legal action.
5. Act of 26 June 1974 – Labour Code (Kodeks Pracy), Dz.U. 1974 nr 24 poz. 141, as amended.
