Key takeaways

These decisions, the first of their kind, open the door for companies to embark on the process of digital transformation of promissory notes — one of the most relevant use cases in electronic signing and the one that could bring significant benefits to businesses in terms of improving customer experience, vendor management, legal certainty, document management, and reducing storage costs. To some extent, these decisions will spark the debate on whether technologies like blockchain are included or excluded from the criteria set out by the courts.

Businesses that wish to embark on digital transformation processes in connection with promissory notes or that currently rely on digital promissory notes should:

• Identify cases where promissory notes could be digitally transformed and assess the impact and potential benefits for the organization.
•  Review or design practices for issuing and endorsing digital promissory notes to ensure compliance with NOM-151 and legal requirements.
• Review e-signature techniques that would apply to promissory notes and accompanying documentation and assess relevant costs. 
• Assess solutions, if any, developed by certified advanced electronic signature solutions provided by authorized certification service providers.
• Adopt systems that support integrated endorsement workflows, ensuring endorsements are embedded in the same electronic message as the note and include all statutory elements.
• Audit existing digital promissory notes to identify potential gaps in enforceability.

In depth

Two recent decisions published by the Federal Circuit Courts establish important criteria for the formal requirements of digital promissory notes. Although these decisions are not binding, they are likely to serve as guide and reference in similar cases.

The first decision states that a digital promissory note will have legal effects as a credit instrument only if it is signed with an advanced electronic signature issued by a certified provider, in compliance with the functional equivalence principles of the Commercial Code and the NOM-151 standards for integrity and preservation. Without this certification, the note will not be considered a credit instrument under Mexican law and, therefore, will not have the benefits associated with that legal figure, such as enforceability in a summary commercial proceeding and the right to attach the debtor's assets at the beginning of the collection procedure.

The second decision addresses endorsements, requiring that they be fully integrated into the same electronic message as the original promissory note and executed using the same electronic system through which the note was issued. Endorsements cannot be made in separate documents or physical form. Each endorsement must include all elements required by Article 29 of the LGTOC — such as the name of the endorsee, the endorser’s advanced electronic signature, the type of endorsement, and the place and date—and form part of a continuous digital endorsement chain. This ensures traceability and prevents multiple or conflicting endorsements, safeguarding legal certainty.

Together, these decisions highlight the need for businesses issuing or accepting digital promissory notes to review their processes, implement certified advanced electronic signature systems, and adopt integrated endorsement workflows within the same platform used for issuance to maintain enforceability and reduce legal risk.