On 29 November, Bahrain enacted the UNCITRAL Model Law on Electronic Transferable Records (the “MLETR”) by adopting the Electronic Transferable Records Law. Bahrain is the first State to enact the MLETR.
The MLETR gives legal recognition to the use of electronically transferable records that are functionally equivalent to transferable documents and instruments such as bills of lading, bills of exchange, cheques, promissory notes and warehouse receipts. These commercial documents issued on paper allow the person who holds them to claim payment of a sum of money or delivery of certain goods. One main legal challenge is to reproduce in the electronic world the functions associated with possession of those documents in tangible form. The MLETR has solved that issue by establishing a legal equivalence between control of an electronic transferable record and possession of a transferable document or instrument.
Moreover, because of their electronic nature, transferable records may contain dynamic information not available on paper that permits the automation of certain functions. For instance, a contract for sale of goods may foresee payment of part of the price when the ship carrying the goods arrives in a designated port. An electronic bill of lading issued for that shipment may contain a reference to the position of the ship determined by the GPS. Once the ship coordinates coincide with that of the port of destination, the electronic bill of lading may send automatically to the bank of the buyer an order to pay to the seller the due sum of money.
Hence, the MLETR legally enables smart contracts and fintech, including by allowing the merger of finance and logistics supply chains in a single data workflow. Since legislative provisions on transferable documents and instruments were the last missing elements in establishing a legislative framework for the dematerialisation of trade-related documents, the MLETR also facilitates the implementation of a fully paperless trade environment.
The MLETR is based on the fundamental principles underlying UNCITRAL texts on electronic commerce and is therefore compatible with the use of all methods and technologies, including distributed ledgers such as blockchain.
On 29 November, Bahrain also adopted a revised Electronic Transactions Law, which updates the existing Electronic Transactions Law by, inter alia, incorporating substantive provisions of the United Nations Convention on the Use of Electronic Communications in International Contracts.
The UNCITRAL Secretariat cooperated with Bahrain in drafting the Electronic Transferable Records Law and the revised Electronic Transactions Law.