Law on Electronic Promissory Notes and Bills of Exchange
Law No. 10.069, known as the “Law on Electronic Promissory Notes and Bills of Exchange,” aims to provide an opportunity to encourage the use of technology by promoting efficient and secure access to credit through electronic financial instruments. This law is implemented under the guidelines set forth by the Regulation on Centralized Registration Entities for Electronic Bills of Exchange and Promissory Notes, approved by Agreement SUGEVAL 21-23, published in the Supplement #31 to La Gaceta #35 on February 24, 2023, and effective as of March 24, 2023.
The law regulates the dematerialization and digitalization of bills of exchange and promissory notes as financial instruments, allowing parties to digitally sign them. To this end, the law creates the concept of “centralized registries,” which will be the unit authorized by the General Superintendency of Securities (Sugeval) to register, safeguard, and certify by existing Centralized Registries, chosen at the creditor’s discretion. In the future, these registries will enable the management and electronic deposit of values signed on paper or new values agreed upon with the debtor.
One of the key aspects of this law is that electronic bills of exchange and promissory notes will have the same enforceable value as their paper counterparts. To perfect these instruments, two steps must be followed: document issuance and registration. This means that the promissory note and bill of exchange will only have legal effects once registered and an entry is made in their account. Before these steps are completed, the electronic document cannot be used as an enforceable instrument in a judicial collection process, only for requesting extrajudicial payments. The certification of the Centralized Registry constitutes the enforceable title for the process, not the electronic file.
The Regulation governs the Centralized Registry Entities, which must meet the following general requirements:
- Have a regulation that establishes the procedures for registering electronic bills of exchange and promissory notes.
- Ensure the confidentiality, integrity, and availability of the information received while providing their services.
- Promptly record the information received for account entry and maintain it for at least five years after the expiration of the relevant financial instruments.
- Implement effective administrative and organizational measures to manage potential conflicts of interest that may arise during the provision of services.
- Sign specific contracts for the services they provide to users, which must apply objective and non-discriminatory access requirements for those interested in contracting the services offered.
Additionally, it is crucial to meet the technical reliability, continuity, and security requirements to protect information and data. This leads to the implementation of enhanced cybersecurity measures, providing greater backup and security to creditors in case they need to pursue a judicial collection.
For any inquiries, feel free to contact us at the emails smesen@lexincorp.com and info@lexincorp.com.
Written by: Sofía Mesén
