USA Law and Practice Contributed by: David B. Ramsey and Michelle Murray-Bertrand, Kaufmann Gildin & Robbins LLP
11.2 Electronic Signatures Electronic signatures, such as Docusign, are generally permitted and considered valid and enforceable for franchise agreements throughout the United States at this point. In addition, contracts (including franchise agreements) can generally be signed using PDFs, fac - simile, photocopy or other versions of signatures other than the original, “wet ink” signature pages, although it is generally advisable to include a provision in the franchise agreement expressly permitting such forms of signature page and acknowledging that they have the same force and effect as originals. It should be mentioned that in terms of state filing forms that a franchisor must file in order to apply for franchise registration or exemption, some of the Reg - istration States do not yet accept Docusign or other e-signature platforms, although all of the Registra - tion States do now accept scans of pages that have handwritten signatures on them rather than requir - ing original “wet ink” signed forms to be submitted to them (this became universally accepted during the COVID-19 pandemic and has remained in place since that time). 11.3 Stamp Duties There are no document taxes or stamp duties in the USA with regard to franchise agreements or franchise registrations. Although the 14 Registration States do each charge their own fees for filing franchise regis - tration or exemption filings (and the fee amounts vary from state to state), these would not be considered document taxes or stamp duties.
may need to obtain a specific OFAC licence before proceeding; otherwise, the payment may be blocked or rejected by the financial institution processing the transaction. 11. Execution Formalities 11.1 Authentication, Notarisation, Witnessing, Etc Generally, in the USA, there are no particular formali - ties that must be observed when signing a franchise agreement; no authentication or notarisation is gener - ally required, nor are witnesses or registrations. As an aside, it should be mentioned that in terms of state filing forms that a franchisor must file in order to apply for franchise registration or exemption, some of the Registration States require forms to be signed with notarisation of the forms, such as the Uniform Consent to Service of Process. To the extent that notarisation is required on those forms, while remote e-notarisation is now available in some circumstances (and has been accepted by a number of the Registration States), remote e-notarisation is not yet universally accepted by all Registration States and therefore a handwritten signature before a notary is still the most universally reliable method of executing the state filing forms.
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