Authored by Barrister Rizwana Naznin, Associate, Mahbub & Company
In today’s digital global economy, businesses are under constant pressure to optimize efficiency, reduce transaction costs, and eliminate delays in contractual formalities, particularly in the context of cross-border dealings. Traditional methods of executing agreements, often dependent on physical signatures, courier services, and jurisdiction-specific formalities, are increasingly viewed as time-consuming and commercially impractical. Against this backdrop, electronic signature platforms have emerged as attractive solutions, offering multinational companies a streamlined mechanism for documentation and contract execution that transcends geographical boundaries and time zones.
Electronic signature and digital transaction management platforms allow parties to securely execute agreements online. Unlike a mere scanned signature, many of these platforms employ encryption, digital certificates, timestamps, and audit trails to ensure authenticity and integrity, making them widely recognized as legally binding in many jurisdictions. Some of the most widely used e-signature platforms include DocuSign, Adobe Acrobat Sign, PandaDoc, and Dropbox Sign. However, under Bangladeshi law, the enforceability of signatures executed through these platforms remains uncertain, as the Information and Communication Technology Act, 2006 accords legal recognition only to signatures certified by licensed local Certifying Authorities.
However, concerns remain as to the admissibility and enforceability of e-signature-executed contracts in Bangladesh, where legal practice and technological adoption have not always evolved in tandem.
This article outlines the risks, examines the legal landscape, and presents mitigating strategies for companies seeking to rely on electronic execution platforms in Bangladesh.
While electronic signatures are not inherently invalid under Bangladeshi law, their recognition depends on the interplay of several statutes, most notably the Information and Communication Technology Act, 2006 (ICT Act), the Contract Act, 1872, the Evidence Act, 1872, and the Stamp Act, 1899.
A central starting point is the ICT Act, which sets out the statutory framework for digital signatures. Section 7 of the ICT Act provides that, where a law requires a document or information to be authenticated by a signature, such requirement may be satisfied by a digital signature, notwithstanding anything to the contrary in that law, if the digital signature complies with the procedures prescribed under the ICT Act. In other words, the enforceability of a digital signature depends on (i) whether the relevant law actually requires a signature, and (ii) whether the electronic signature meets the statutory standards.
Section 36 of the ICT Act further stipulates that only an electronic signature service provider licensed as a Certifying Authority (CA) by the Controller of Certifying Authorities (CCA) is authorized to issue valid e-signature certificates. Currently, eight CAs are licensed in Bangladesh: Mango Teleservices Limited, Dohatec New Media, Data Edge Limited, Bangla Phone Limited, Computer Services Limited, Bangladesh Computer Council, Bangladesh Bank, and Relief Validation Ltd.
The combined effect of sections 7 and 36 is this: where the law expressly requires a signature, an electronic signature will be valid, notwithstanding anything stated in that law, only if it is issued through a licensed Certifying Authority. Thus, to obtain the statutory safe harbour of the ICT Act in those cases, commercial platforms such as DocuSign or Adobe Acrobat Sign will not suffice because they are not CCA-licensed in Bangladesh.
By contrast, where the relevant law does not require a signature for validity, for example, under the Contract Act, 1872, which allows contracts to be oral, written, or even implied by conduct, any signature (wet-ink or electronic) is an added evidentiary safeguard. In such cases, parties can execute contracts using widely used e-signature platforms, and the resulting contract is not invalid merely because the signature was applied electronically. What becomes crucial is the ability to prove the authenticity and intent behind the electronic signature especially in case of disputes.
If a court rejects a contract executed through an e-signature platform at the stage of submission, there is limited scope for rectification unless an appeal is made. Hence, pre-emptive legal measures become essential. As such, several pre-emptive strategies are advised:
- Applying adhesive revenue stamps on printed versions of digitally signed contracts increases the probability of admissibility. Section 18 of the Stamp Act allows such stamping within three months of the contract being received in Bangladesh.
- Each signing party may swear an affidavit affirming that they executed the document knowingly through e-signature platforms, confirming their consent and intent to be bound by it. This enhances evidentiary strength.
- Although not yet widespread in Bangladesh, e-notarization is emerging in neighboring jurisdictions like India and may bolster enforceability. It involves two-way video authentication and digital seals, offering a modern notarial option where traditional in-person signing is impractical.
- The most powerful safeguard is a prior wet-ink executed agreement between parties, explicitly recognizing e-signature platforms as a valid mode of execution for all future documents. Such a clause can act as a contractual estoppel against any later challenge.
- To reduce dispute risks, it is crucial to insert a clear E-Signature Recognition Clause in the body of all contracts. A sample clause could read:
“This Agreement and all related documents executed through an electronic signature platform shall be deemed to have the same legal force and effect as if executed by wet-ink/original signatures. Both parties agree not to challenge the validity or enforceability of this Agreement on the grounds that it was electronically signed.”
Such clauses help rebut presumptions of invalidity and set clear expectations upfront.
Following the 2022 amendment to the Evidence Act, courts now enjoy expanded discretion under Section 73A to examine the authenticity of digital signatures. They may order parties or the CCA to produce digital signature certificates or verify a signature through public key infrastructure.
However, this does not automatically validate e-signature platforms, especially since it lacks local CCA approval. Therefore, these powers are better seen as tools for substantiating authenticity, rather than blanket endorsements of any e-signature platform.
Many government offices and public registries in Bangladesh still require physical (wet-ink) signatures and lack the digital infrastructure to accept or verify electronic documents. Moreover, Section 11 of the ICT Act explicitly allows government agencies to decline digital formats.
This significantly limits the universal applicability of e-signature platforms particularly for RJSC filings, land records, or tax matters.
E-signature platforms offer significant efficiency in cross-border transactions, and Bangladeshi law does not expressly prohibit their use. However, the enforceability of such e-signatures remains conditional, depending on the extent to which it is supported by proper stamping, notarization, affidavits, and precise contractual language.
Forward-thinking businesses that adopt platforms such as DocuSign or Adobe Sign must therefore proactively incorporate legal safeguards and hybrid approaches to ensure enforceability within the Bangladeshi legal framework.
As the judiciary and regulators continue to modernize, it is reasonable to anticipate that courts will progressively embrace more technology-driven interpretations. Until such time, careful structuring and robust documentation remain the most prudent course of action.
