Electronic seal: where to use and how to get it

As business digitizes, entrepreneurs have started using not only electronic signatures but also seals. Ukrainian legislation legalizes the electronic seal as a business tool. In this article, we will discuss where it is used and how it differs from an electronic signature.

What is an electronic digital seal?

According to the Law of Ukraine “On Electronic Identification and Electronic Trust Services” (hereinafter — Law No. 2801-IX):

An electronic seal can be:

• advanced — it is stored on a standard medium, such as a flash drive, CD, etc;
• qualified — it is generated on a secure medium or in a cloud service.

A qualified electronic seal performs the same functions as an electronic signature. It certifies the integrity and authenticity of the origin of electronic data contained in a digital document (Article 18 of Law No. 2801-IX).

Who needs an electronic digital seal?

An electronic seal is used in electronic document workflow in the same cases as a regular seal on paper documents. It can be used by both individuals-entrepreneurs and legal entities.

Electronic seal for IEs

An individual-entrepreneur uses an electronic seal along with an electronic signature to conclude contracts with counterparties, sign primary documents, and perform payment transactions using a PRRO (a software registrar of settlement operations).

In particular, an entrepreneur can use an electronic seal when working with a PRRO to:

• register electronic receipts on the STS server;
• make payments when opening and closing shifts;
• create cancellation receipts (to cancel the last settlement transaction);
• send Z-reports;
• register the return of goods.

The Procedure for Registration, Maintenance of the Register and Application of PRRO No. 317 (hereinafter — Procedure No. 317) stipulates that an entrepreneur who has registered a PRRO may issue e-receipts using an electronic signature or electronic seal, provided that the corresponding public key certificate is valid.

Unlike a signature, an electronic seal does not contain the user’s personal data. Therefore, it is usually used by cashiers who work in shifts. Electronic seals are also used by stores with high employee turnover: in such cases, there is no need to create a QES for each new cashier.

The State Tax Inspectorate imposes restrictions on the use of electronic seals on PRROs. According to the State Tax Service’s explanation in the ZIR 109.20 reference service, a business entity has the right to use one seal on all PRROs registered for each separate business unit, if no cashiers are involved (i.e., a) at self-checkouts; b) if there is only one cash register in the store and it is used by the entrepreneur who received the seal). In case cashiers are involved at the cash registers, a separate seal must be created for each such PRRO.

Electronic seal of a legal entity

Companies that have switched to electronic document workflow can certify external or internal documents with an electronic seal. It is most often used by authorized persons to execute contracts, accounting documents, etc.

Section 3 of the Rules for the Organization of Record Keeping and Archival Storage of Documents No. 1000/5 allows companies to use electronic seals of their structural units (HR, accounting, etc.) or for certain categories of documents. Therefore, a company may obtain a separate electronic seal, for example, to execute business contracts, lease agreements, etc. In this case, it is necessary to define in the company’s internal regulations the cases when such a seal will be used and the authorized person who will use it.

Electronic signature vs. seal: what to choose?

Article 58 of the Commercial Code of Ukraine stipulates that a business entity has the right to use seals in its activities, however, this is not mandatory.

A seal may not be a mandatory element of any document submitted by a business entity to a state or local government authority.

The presence or absence of a business entity’s seal on a document does not create legal consequences (Article 58 of the Commercial Code).

At the same time, an electronic signature (QES) is a mandatory requisite for electronic documents. This is particularly stated in Article 7 of the Law of Ukraine “On Electronic Documents and Electronic Document Workflow”:

A qualified electronic signature of an officer contains more data required to identify the signatory. Namely, the employee’s surname, name, patronymic, position, and place of work. The electronic seal contains only the name of the company, so it is not enough to identify the signatory.

In some cases, documents are simultaneously signed with a QES and sealed with an electronic seal. For example, this may be agreed upon by business partners entering into an agreement. They specify this requirement in the text of the contract or in an additional agreement.

How can you obtain an electronic seal?

Similar to a qualified electronic signature, an electronic seal can be obtained from qualified electronic trust service providers (KNEDPs). The list of providers is available on the website of the Ministry of Digital Transformation.

To obtain an electronic seal, the head of the company or individual-entrepreneur must provide the following documents:

• passport;
• tax identification number;
• an appointment order;
• a power of attorney (if the seal is obtained by an authorized person).

Electronic seals for PRRO

Each provider offers electronic seals for different business needs. For example, Vchasno.KEP provides electronic seals for PRRO. To obtain a seal, individuals-entrepreneurs need to:

1. Register in the Vchasno service here.
2. Click “Get QES” in your personal account.
3. Scan the QR code by using the Diia-signature or sign it with any other signature (for example, Privatbank signature).
4. Confirm your phone number.
5. Come up with a PIN code for your Vchasno.KEP.

To obtain an electronic seal, legal entities need to:

1. Register in the Vchasno service.
2. Click “Get QES” in your personal account.
3. Fill out the application.
4. Collect the necessary documents.
5. Pass identification at the customer service point.

The electronic seal certificate is valid for 1 year. Then it needs to be updated.