Mexico has established a robust and sophisticated legal framework for electronic signatures, characterized by a dual-track system. Unlike the more flexible “functional equivalence” seen in common law jurisdictions like Canada, Mexico’s civil law system draws a sharp distinction between “Simple” and “Advanced” electronic signatures.
Since the major reforms to the Federal Commercial Code in 2003, electronic signatures have been legally recognized for a wide range of commercial and administrative activities. Today, Mexico is a leader in Latin America regarding digital fiscal identity, largely due to the widespread adoption of the e.firma (formerly FIEL), issued by the Tax Administration Service (SAT).
Legal Framework
A. The Commercial Code (Código de Comercio)
The cornerstone of e-signature legality in Mexico is found in Articles 89 to 114 of the Commercial Code. These articles establish the “functional equivalence” principle, stating that data messages (electronic documents) cannot be denied legal effect solely because they are in electronic format.
The law defines two main types of signatures:
1. Simple Electronic Signature (Firma Electrónica Simple): Data in electronic form attached to a data message which is used to identify the signatory. This is common for low-risk commercial contracts.
2. Advanced or Reliable Electronic Signature (Firma Electrónica Avanzada or Fiable): This signature must meet strict technical requirements:
- i. The signature creation data are linked uniquely to the signatory.
- ii. The data was under the exclusive control of the signatory at the time of signing.
- iii. Any subsequent alteration to the signature or the document is detectable.
B. The Advanced Electronic Signature Law (Ley de Firma Electrónica Avanzada)
Enacted in 2012, this federal law regulates the use of advanced electronic signatures in various sectors, particularly in dealings with the federal public administration. It grants the e.firma the same legal value as a handwritten signature (firma autógrafa).
C. Federal Civil Code and Federal Code of Civil Procedure
These codes support the admissibility of electronic evidence in court. Article 210-A of the Federal Code of Civil Procedure recognizes information generated or stored in electronic media as evidence, provided that the integrity and origin of the information can be verified.
D. NOM-151-SCFI-2016
This is a “Mexican Official Standard” (Norma Oficial Mexicana) that sets the technical requirements for the preservation of data messages and the digitization of documents. To ensure a contract is legally “preserved” in a way that is enforceable in court, businesses often use a Constancia de Conservación (Conservation Certificate) issued by an authorized provider (PSC – Prestador de Servicios de Certificación).
Documents That Can Be Signed Electronically
The majority of B2B and B2C transactions in Mexico are eligible for electronic signatures.
1. Commercial Contracts: Purchase and sale agreements, supply contracts, and service agreements under the Commercial Code.
2. Employment Agreements: Offer letters and labor contracts. While Mexican labor courts have historically been traditional, recent reforms and case law now support electronic signatures if the employer can prove the worker had exclusive control over the signature method.
3. Tax and Administrative Filings: Almost all interactions with the SAT (tax authority), IMSS (social security), and other federal agencies require the e.firma.
4. Corporate Governance: Minutes of board meetings (in certain circumstances) and shareholder communications.
5. Credit Agreements: Most non-mortgage loan agreements and promissory notes (pagarés)—though the latter requires careful technical implementation to ensure the “uniqueness” of the electronic title.
Documents That Cannot Be Signed Electronically
Mexico’s civil law tradition places a high value on the “Public Faith” (Fe Pública). Consequently, many documents still require a physical signature in the presence of a Notary Public:
1. Real Estate Transfers: The transfer of ownership of real property must be executed in a public deed (escritura pública) signed before a Notary.
2. Mortgages: Like transfers, the creation of a mortgage requires a Notarial deed for registration in the Public Registry of Property.
3. Wills and Successions: Testamentary dispositions generally require physical presence and a handwritten signature before a Notary.
4. Family Law Matters: Marriage, divorce, and adoption documents typically require physical presence and handwritten signatures at the Civil Registry.
5. Acts Requiring Specific “Solemnity”: Any act where the law explicitly requires a specific physical formality or where the Notary must certify the physical capacity and identity of the parties in person.
6. Powers of Attorney (General): While some specific powers can be electronic, general powers for acts of ownership or litigation often require Notarial intervention.
Notable Changes and Modernization
A. The e.firma Revolution
The transition from the FIEL to the e.firma has been the most significant driver of digital adoption. It is a digital certificate based on an International Public Key Infrastructure (PKI) standard. Because the SAT performs strict identity validation (biometrics, iris scans, and fingerprints) before issuing it, it is considered the most secure and legally robust signature in the country.
B. Judicial Acceptance
The Mexican Judiciary (Poder Judicial de la Federación) has implemented the FIREL (Firma Electrónica Certificada del Poder Judicial de la Federación). This allows lawyers and parties to sign court filings and access digital files, a transition that was significantly accelerated by the closure of physical courts during the 2020-2021 period.
C. Fintech and Digital Banking
The Fintech Law (2018) and subsequent regulations from the CNBV (National Banking and Securities Commission) have formalized the use of electronic signatures and remote identification (video ID) for opening bank accounts and granting credits, reducing the reliance on physical branches.
Conclusion
Mexico is a “high-standard” jurisdiction for e-signatures. While a “Simple” electronic signature (like a stylus-based signature on a tablet) is valid, it is often subject to challenge in court regarding its origin. Therefore, for high-value transactions, the use of an Advanced Electronic Signature (e.firma) or a “Simple” signature backed by a NOM-151 Conservation Certificate is the gold standard for legal certainty. Businesses must remain aware of the strict Notarial requirements for real estate and family law, which remain the primary holdouts against full digitalization.
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. Código de Comercio, Artículos 89-114 (Última reforma publicada DOF 30-12-2022).
2. Ley de Firma Electrónica Avanzada (Publicada en el Diario Oficial de la Federación el 11-01-2012).
3. Código Civil Federal, Artículos 1834 y 1834 bis.
4. NOM-151-SCFI-2016, Requisitos que deben observarse para la conservación de mensajes de datos y digitalización de documentos.
