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VDR glossary · Features

What is an electronic signature?

Definition

Electronic signature: A legally recognized way to sign documents online, where the signer's identity, intent and the time of signing are captured electronically instead of with ink on paper.

How it works in a data room

Some data rooms include signing tools, while others connect to a separate service. A user prepares a document, places signature fields, and sends it to named signers who receive a secure link. Each signer confirms their identity, often with an email code or text message, and applies a signature. The platform then seals the file so later edits are detectable and adds a certificate showing who signed and when. In the US, the ESIGN Act and state laws based on the Uniform Electronic Transactions Act give electronic signatures general legal effect, and the EU and UK have their own rules; some documents, such as certain deeds, may still need extra formalities.

Why it matters in a deal

Deals generate signatures at every stage: non-disclosure agreements at the start, board resolutions along the way, and dozens of ancillary documents at closing. Collecting them inside the same secure environment saves time, keeps signed copies next to the rest of the record, and makes assembling the closing set easier. Boards also use signing tools for written resolutions between meetings.

Example

A startup closing a seed round has eleven investors in four countries. Rather than courier signature pages, the company’s counsel uploads the subscription agreement, sets signing order, and sends links. All investors sign within two days, and the executed copies land in the room’s closing folder automatically. Our board communications guide covers how boards use the same tools for routine approvals.

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