Executive summary

Electronic signatures can validly bind parties to promissory notes in the Philippines. Under the Electronic Commerce Act of 2000 (Republic Act No. 8792) and the Rules on Electronic Evidence (A.M. No. 01-7-01-SC), an electronic document and an electronic signature have the same legal effect as their paper and ink-signature counterparts—if their authenticity and integrity can be shown.

Where some complexity remains is negotiability (i.e., whether a digitally created note can function as a negotiable instrument with “holder in due course” protections) and notarization (which is rarely required but sometimes desired). In practice, most lenders treat e-signed notes as valid contracts that are judicially enforceable, while using robust identity verification and audit trails to meet evidentiary requirements.

The legal building blocks

1) The Electronic Commerce Act (R.A. 8792)

Functional equivalence: If a law requires a document to be “in writing” or “signed,” an electronic document and an electronic signature satisfy those requirements as long as reliability and intention can be established.
Electronic signature (e-signature): Any electronic method indicating identity and intent (typed name, click-to-sign, drawn signature, PIN-based acceptance, biometrics, or cryptographic signatures).
Digital signature: A subset of e-signatures that uses asymmetric cryptography (public/private keys). The law gives stronger presumptions to digital signatures that comply with recognized standards and certificates.
Presumptions: Properly issued digital certificates (e.g., via a recognized public key infrastructure) can create a presumption that the signature is the signatory’s and that the document has not been altered.

2) Rules on Electronic Evidence (REE)

Admissibility: Electronic documents and signatures are admissible if relevant; they are not excluded solely for being electronic.
Proof of authenticity: A party must show that the e-document came from the alleged sender and that the method of signature reliably identifies the signer and links them to the content. Evidence includes system logs, certificate chains, hash values, timestamps, and platform audit trails.
Integrity: Show that the information has remained complete and unaltered—e.g., by hash matching, write-once storage, and secure platform controls.

3) Civil Code and Negotiable Instruments Law (NIL, Act No. 2031)

Promissory note basics: A note must be in writing, signed by the maker, contain an unconditional promise to pay a sum certain in money, be payable on demand or at a determinable future time, and be payable to order or bearer (for negotiability).
Electronic “writing” and “signature”: R.A. 8792 allows electronic forms to satisfy “writing” and “signature” requirements.
But negotiability is nuanced: Traditional NIL concepts—possession, delivery, indorsement, and holder in due course—were designed for tangible instruments. A purely digital note may be fully enforceable as a contract, yet it may not enjoy classic negotiability features unless the ecosystem replicates possession/transfer controls (e.g., a trusted registry or “control” framework analogous to secured transactions rules). Most lenders in the Philippines treat e-signed notes as non-negotiable written promises (still perfectly enforceable) unless they operate within a specialized system that preserves “control” and transfer integrity.

Validity vs. negotiability: what you can rely on

Issue	Practical takeaway
Contract validity	An e-signed note is a valid agreement if consent, cause, and object exist and the e-signature is attributable to the maker.
Enforceability in court	Yes, subject to proving authenticity, integrity, and due execution per the REE. Platform audit logs, certificate evidence, and KYC files are key.
Negotiable instrument status	Cautious approach: treat as non-negotiable unless your platform provides an accepted legal/technical substitute for possession and indorsement.
Notarization	Not required for validity of a promissory note. It converts a private document into a public document (self-authenticating), which can ease evidentiary burdens. Remote/e-notarization has existed in limited, rule-based forms; always check the currently applicable Supreme Court rules and your notary’s capability.
Stamp taxes & compliance	Documentary Stamp Tax (DST) and other regulatory requirements still apply regardless of electronic form. Coordinate with your tax/compliance team.

What counts as a valid electronic signature?

The law is technology-neutral. The stronger your identity proofing and linkage, the better your chances in court. Common methods, from weakest to strongest:

Type-to-sign / click-wrap with verified email or SMS.
Drawn (handwritten) e-ink with device fingerprinting and IP/time logs.
Multi-factor acceptance (password + OTP) tied to a verified account.
Biometric capture with liveness checks.
Cryptographic digital signature backed by a recognized certificate authority (ideally part of a trusted PKI) and secure key custody.

Courts look at totality of evidence: enrollment/KYC files, liveness checks, device data, IP and geolocation, OTP logs, tamper-evident seals (hash), and an unchanged audit trail.

Building an enforceable e-signed promissory note: a checklist

A. Drafting essentials (substantive terms)

Identity of parties (full legal names, national IDs if appropriate).
Principal, interest, and fees (state the sum certain, interest basis, compounding/penalties, and any caps or disclosure requirements).
Payment terms (due date or determinable time; method of payment; account details).
Acceleration & default (events of default, grace periods, remedies).
Waivers (presentment, notice of dishonor, protest, venue), as permitted by law.
Assignment/transfer (if non-negotiable, specify how assignments occur and notice requirements).
Data privacy (processing and sharing of personal data with processors/credit bureaus; retention; rights).
Governing law & venue (Philippine law; chosen courts or arbitration).
Electronic business clause (parties agree to transact electronically and accept e-signatures and e-notices per R.A. 8792 and REE).

B. Signature & identity assurance

Obtain express consent to use e-signatures and to receive records electronically.
Use unique authentication (e.g., verified email/mobile + OTP).
Capture intention to sign (explicit “I agree to be legally bound”).
Bind the signature to the final document state: apply hashing and show the hash value on the certificate of completion.
Prefer digital signatures with certificate details (subject, issuer, validity), plus timestamping.

C. Record integrity & retention

Generate a tamper-evident audit trail: time, IP/device, geolocation (if lawful), method of authentication, signature event, and document hash pre- and post-signing.
Store final, read-only copies (PDF + machine-readable source) and the complete audit log in immutable storage with backups.
Keep key evidence outside the signing vendor (hash, event logs) so you can prove integrity even if the vendor changes.

D. Operational controls

KYC/Onboarding: collect government-issued IDs, selfie/liveness, and database checks to bind the identity to the account.
Access controls: least-privilege admin rights; dual control for template changes.
Change management: version and approve templates; lock them before use.
Incident response: log tamper alerts; keep a trail of revoked/failed signatures.
Tax & regulatory: assess DST, lending disclosures (if you are a lending company/fintech), and consumer protection rules.

Evidentiary playbook (when enforcing a note)

To prove due execution and authenticity, prepare:

The electronic note (final file) and its cryptographic hash.
Certificate of completion / audit log showing: identity verification steps, OTPs, login events, IP/device, timestamps, and the exact signature event.
Digital signature details (if used): certificate path, serial numbers, validity period, and trustworthy timestamp.
System testimony (by affidavit or witness): how the platform ensures that only the true user could sign, how hashes are computed, how records are preserved, and how alterations would be detected.
Business records foundation: policies, SOPs, and logs proving regular course of business creation and retention of such electronic records.
Notice & demand records: e-mail/SMS delivery logs, read receipts (if any), and proof of default (ledger, screenshots, bank statements).

Tip: Printouts of electronic records are admissible if they accurately reflect the electronic data. Still, courts increasingly accept native electronic evidence (with hashes) for stronger integrity.

Notarization: do you need it for e-signed notes?

Not required for validity. A promissory note is generally a private document; notarization only elevates it to a public document (self-authenticating).
When it helps: large loans, assignments to third parties, or when you want to minimize authentication disputes.
Electronic/remote notarization: The Supreme Court has, in specific periods and under specific issuances, authorized forms of remote notarization with strict safeguards. Availability and modalities can vary and may focus on paper documents presented via videoconference. If you need a notarized electronic note, confirm the current rules, whether your notary can handle it, and whether your process will still produce a public document acceptable to registries and banks.

Transfers, indorsements, and secondary liability

Contract assignment of an e-signed note is straightforward: execute an assignment agreement (which can also be e-signed) and give notice to the debtor.
Indorsement (to preserve NIL-style liability) typically expects a signature on the instrument and delivery. Purely digital indorsements raise questions about “possession” and “holder” status. If you need negotiability, consider:
- Using a control system or registry that tracks the single authoritative electronic original (“transfer of control” rather than physical delivery).
- Expressly waiving negotiability and relying on contract law (simpler for many fintech workflows).

Cross-border and consumer considerations

Cross-border signers: Obtain clear consent to Philippine governing law and venue; confirm that remote identity proofing satisfies your risk appetite.
Consumer loans: Provide required disclosures and ensure terms are clear and conspicuous, especially for interest, fees, and default remedies.
Data privacy: Comply with the Data Privacy Act and its IRR; adopt proportional retention and access controls; limit third-party sharing to what’s disclosed.

Common pitfalls (and how to avoid them)

Weak identity proofing → Use layered authentication and keep KYC artifacts.
No explicit consent to e-transactions → Add a clear R.A. 8792 consent clause.
Inadequate audit trails → Store comprehensive logs and hashes; avoid overwritable logs.
Template drift → Lock templates; use checksum/versioning.
Assuming negotiability → Treat e-notes as contractual promises unless you have a recognized control/registry framework.
Ignoring DST/compliance → Coordinate with tax and regulatory teams early.
Vendor dependence → Keep independent evidence (hashes, logs exports) so your proof does not vanish if the vendor does.

Model clauses you can adapt (illustrative only)

Electronic Transactions. The Parties agree to transact electronically under R.A. 8792. The Parties consent to the use of electronic documents, electronic signatures, and electronic records, which shall have the same legal effect as written documents and handwritten signatures.

Electronic Signature. The Maker’s electronic signature—applied through [platform/method] using the Maker’s authenticated account and one-time password—is intended as and shall constitute the Maker’s signature on this Note.

Integrity of Record. The final version of this Note is sealed with hash value [HASH] and timestamp [DATE/TIME, TZ]. Any alteration invalidates the seal.

Waivers. To the extent permitted by law, the Maker waives presentment, demand, protest, and notice of dishonor.

(Consult counsel before deploying clauses in production.)

Bottom line

An e-signed promissory note is valid and enforceable in the Philippines if you can prove who signed it and that the record is intact.
For negotiability, be deliberate: either implement a credible “control/transfer” system or treat the instrument as a non-negotiable contract.
Invest in identity proofing, digital signatures, audit trails, and compliant retention—these win cases.
Notarization is optional but can reduce disputes; confirm the current notarization rules if you want remote or electronic notarization.

If you’d like, I can turn this into a ready-to-use policy/SOP or a template promissory note with an embedded e-signature and evidentiary appendix.