Enforceability of contracts executed by using electronic means in Uzbekistan

1) Is a contract legally enforceable if the parties exchange scanned copies of signed documents by email?

Yes. According to Article 366 of the Civil Code of Uzbekistan dated March 1, 1997 (the “Civil Code”), a written contract may be concluded by exchanging documents through electronic communication, provided that the communication method enables the parties to reliably establish that the document originated from the relevant party. In addition, Article 15 of the Law of the Republic of Uzbekistan “On Electronic Commerce” No. 792 dated 29 September 2022 (the “Law on e-commerce”), states that information recorded in electronic form that enables the identification of its sender shall be deemed equivalent to documents executed in paper form and signed by hand, and may be used as evidence of the conclusion of a contract. Therefore, an exchange of scanned copies of duly signed contractual documents by email may satisfy the written-form requirement and make the contract legally enforceable. 

2) What requirements must be met for an electronic signature to be considered valid and legally binding?

First of all, under Article 366 of the Civil Code, the electronic communication method must enable the parties to reliably establish that the document originated from the relevant party. Secondly, the parties should ensure that the signatory has the required legal capacity and authority and that the transaction is not affected by circumstances that could make it invalid, such as fraud, coercion, material mistake, or lack of required consent.

3) Can a contract be executed entirely electronically without a paper original?

Yes, the contract may generally be concluded and retained entirely electronically, without preparing or signing a paper original, provided the electronic document and signature/acceptance mechanism satisfy Uzbek law. The parties must still comply with any special statutory form requirements applicable to the particular transaction—for example, where legislation requires notarization, state registration, or another specific form.

4) Are contracts and agreements concluded through online platforms or mobile applications legally enforceable?

Contracts and agreements concluded through online platforms or mobile applications may be legally enforceable, provided that the requirements of Article 366 of the Civil Code are met, including the ability to reliably establish that the document originated from the relevant party. In addition, Articles 16 and 19 of the Law on e-commerce establish specific requirements and procedures for concluding contracts on e-commerce platforms, including the procedures for making an offer and its acceptance. Therefore, as long as the above requirements are met, contracts and agreements concluded through online platforms or mobile applications are legally enforceable. 

5) How can a party prove in court that an electronic document was actually signed by a particular person and that its content has not been altered?

Articles 89¹, 89² and 89³ of the Civil Procedure Code of the Republic of Uzbekistan dated 1 April 2018 allow electronic records, including email correspondence, messages, certificates and other electronic documents, to be submitted and examined as evidence, which may help to establish the identity of the signatory and confirm the integrity of the electronic document. A party may also submit the electronic document itself and other electronic evidence demonstrating that the document was signed by a specific person and that its content has not been altered. Where an Electronic Digital Signature (EDS) is used, its validity may additionally be verified through the relevant accredited certification center in accordance with the Law of the Republic of Uzbekistan “On Electronic Digital Signature” No. ZRU-793 dated 12 October 2022. 

6) Can a contract be considered validly executed if one or both parties sign it using a facsimile signature?

Yes, under Article 107 of the Civil Code of Uzbekistan, a contract may be signed using a facsimile signature, unless this is prohibited by law or one of the parties requires an original signature. For example, according to Clause 22 of the Resolution of the Board of the Central Bank of the Republic of Uzbekistan No. 3229 dated 13 April 2020 “On Approval of the Regulation on Cashless Settlements in the Republic of Uzbekistan”, the execution of payment documents using facsimile signature is prohibited. 

7) In what circumstances does the law require a specific form of signature or a paper original despite the possibility of executing the contract electronically?

Articles 271, 262, 292 and 358.1 of the Civil Code require pledge agreements, agreements on penalties, surety agreements and corporate agreements to be concluded in writing. 

8) What risks should businesses consider when using electronic methods to execute and sign contracts?

Based on Articles 117–128 of the Civil Code, businesses should avoid using electronic methods to execute contracts where the signatory is under 14 years old, is aged 14–18 but lacks the required parental or guardian consent, or has been declared legally incapable. They should also avoid contracts where a party was unable to understand or control their actions, or where the contract was entered into due to a material mistake, fraud, coercion, or threats. In addition, businesses should avoid sham or simulated transactions, transactions outside a legal entity’s legal capacity or licensing requirements, and electronic signing by representatives whose authority is absent or restricted, as such transactions may be declared invalid by a court. 

9) Which types of contracts cannot safely be executed entirely electronically?

Generally, contracts may be executed entirely electronically, except where Uzbek law requires compliance with additional formalities , such as notarisation or state registration. In such cases, an electronic document or electronic signature alone may not be sufficient to satisfy the statutory requirements. For example, these include transactions involving immovable property, mortgage or other transactions involving rights in immovable property.

10) Who bears the risk if an account or electronic signature is compromised and a third party signs the contract?

It depends on the circumstances of each case. Generally, both parties may suffer losses, but the party whose account or electronic signature was compromised may bear responsibility, particularly where the compromise resulted from that party’s failure to take reasonable measures to protect its account or electronic signature.

Authors: Javokhir Abdumalikov, Anora Turakhujaeva.