How to Secure a Special Power of Attorney (SPA) for a Property Sale in the Philippines
A practical guide for owners, buyers, attorneys‑in‑fact, and practitioners
1. What Is a Special Power of Attorney?
A Special Power of Attorney (SPA) is a written, notarized mandate in which a principal expressly confers a specific, limited authority on an attorney‑in‑fact (agent) to carry out a particular legal act—in this case, the sale of a clearly identified parcel of real property.
- Civil Code Art. 1878 (5) requires a special power for acts “which have for their object the sale of real property or of an interest therein.”
- Art. 1874 further provides that a sale of land by an agent is void unless the agent’s authority “is in writing.” Because land transfers must be executed in a public instrument (a notarized document), the SPA itself must also be notarized.
2. Why an SPA Is Indispensable in a Land Sale
| Reason | Legal Basis | Practical Consequence |
|---|---|---|
| Written authority is mandatory | Art. 1874, Civil Code | A deed signed by an agent without an SPA is void. |
| Notarization converts the SPA into a “public document” | 2004 Rules on Notarial Practice | The notary certifies the identity of the parties; the SPA becomes self‑authenticating evidence. |
| Registration protects third parties | § 53, Property Registration Decree (PD 1529) | Annotating the SPA on the seller’s title gives buyers and creditors constructive notice. |
3. Core Contents of a Valid SPA for Property Sale
- Title / Caption – “Special Power of Attorney”
- Parties – Full civil names, citizenship, marital status, postal addresses, government‑issued ID details of principal and attorney‑in‑fact.
- Detailed Description of the Property – Lot and block numbers, survey plan, area in square meters, original/transfer certificate of title (OCT/TCT) number, tax declaration number, locality. Attach a certified true copy of the title if possible.
- Express, Specific Powers – e.g., “to sell, transfer, and convey absolutely, for and in consideration of the price of ₱ ___; to sign the Deed of Absolute Sale, real estate tax clearances, BIR forms, and all documents necessary to transfer title.”
- Price Parameters or Floor Price – Optional but highly recommended: specify the minimum price or allow the attorney‑in‑fact to negotiate within a range.
- Receipt of Proceeds Clause – State whether the attorney‑in‑fact may receive and issue a receipt for the purchase price.
- Representations & Warranties – That the property is free from liens or disclose existing encumbrances.
- Revocation / Expiry Clause – Either a fixed expiry (common for banks and buyers) or “until revoked or the purpose is accomplished.”
- Principal’s Signature – Must be signed in the presence of the notary public or consular officer.
- Attorney‑in‑Fact’s Conformity – Not strictly required by law but routinely included for acceptance.
4. Step‑by‑Step Procedure Within the Philippines
- Draft the SPA
- Use a vetted template or have a lawyer prepare the instrument to ensure compliance with Arts. 1874 & 1878.
- Prepare Documentary Stamp Tax (DST)
- Pay ₱ 30 DST (₱ 15 per original on double‑the‑value basis; most notaries include this in the fee).
- Appear Before a Notary Public
- Bring two government‑issued IDs and the original certificate of title (or at least a photocopy) for property description cross‑check.
- The notary:
- Verifies identity and willingness.
- Administers an oath.
- Records the act in the notarial register and affixes the notarial seal.
- Obtain Notarized Copies
- At least three: (1) for registration; (2) for the attorney‑in‑fact; (3) for the buyer.
- Register/Annotate with the Registry of Deeds (ROD) (optional but strongly advised)
- File the original SPA plus one duplicate, the owner’s duplicate TCT/OCT, and pay registration fees (~₱ 50–100 basic + ROD copy fees).
- The ROD annotates the SPA on the back of the title, giving notice to all third parties.
5. Executing an SPA When the Principal Is Overseas
- Two Routes
- A. Consular Acknowledgment: Sign before a Philippine embassy/consulate officer; the consular officer acts as notary public.
- B. Apostille Method (since 14 May 2019):
- Sign and notarize before a competent notary in the foreign state.
- Have the notary’s certificate apostilled by that state’s designated authority.
- Present the apostilled SPA in the Philippines—no need for consular legalization.
- Translation
- If executed in a non‑English language, attach a sworn English translation.
- Registration in PH
- Submit the apostilled/consularized SPA to the ROD exactly like a local SPA.
6. After the SPA Is Issued
| Stage | Documentary Requirements | Notes |
|---|---|---|
| Signing the Deed of Absolute Sale (DOAS) | Original SPA + IDs of attorney‑in‑fact | Attach the SPA to every DOAS that the attorney signs. |
| BIR Transfer Taxes & Clearance | SPA, DOAS, Certificate Authorizing Registration (CAR) | BIR offices recognise consularized/apostilled SPAs. |
| Transfer of Title at ROD | Owner’s duplicate title, CAR, DOAS, SPA | The SPA must still be valid (not revoked, expired, or fully accomplished). |
7. Revocation, Expiry, and Termination
- Automatic – Once the sale is fully consummated and title transferred, the SPA’s purpose is accomplished.
- Express Revocation – The principal executes a Notarized Deed of Revocation and serves written notice on the attorney‑in‑fact and all third parties (e.g., buyer, ROD, bank).
- Death, insolvency, interdiction – An SPA is generally revoked by death of either party, unless coupled with an interest (Art. 1930).
8. Fees & Timelines (Typical Metro Manila Rates, 2025)
| Item | Cost | Processing Time |
|---|---|---|
| Lawyer‑drafted SPA | ₱ 3,000 – ₱ 8,000 | 1 day |
| Notarial Fee (ordinary) | ₱ 500 – ₱ 1,000 + DST | < 1 hour |
| Consular Acknowledgment | US $ 25 – 35 | Same day to 3 days |
| Apostille (foreign) | Varies by state (US $ 5‑20, EU € 20‑30) | 1‑10 days |
| ROD Annotation | ~₱ 1,000 total | Same day (walk‑in), 3‑5 days (busy registries) |
9. Common Pitfalls & How to Avoid Them
- Omissions in Property Description – Use the exact wording from the title; errors can cause rejection at BIR or ROD.
- Undefined Selling Price – Buyers hesitate if the agent can set any price. Include a floor price or attach a separate price authority letter.
- Expired ID or Lack of Personal Appearance – Make sure the principal appears personally or via videoconference only where expressly allowed by Supreme Court circulars.
- Failure to Register – An unregistered SPA may still bind the parties, but buyers, banks, and the ROD prefer an annotated title; unregistered authority can invite fraud.
10. Sample Skeleton (illustrative only)
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, JUAN DELA CRUZ, Filipino, of legal age, married, and residing at …, do hereby name, constitute, and appoint MARIA R. CRUZ, Filipino, of legal age, single, residing at …, as my true and lawful ATTORNEY‑IN‑FACT, to SELL, TRANSFER, and CONVEY in my name the real property more particularly described as follows:
Transfer Certificate of Title No. 123456, Lot 4, Block 8, containing an area of Three Hundred (300) square meters, situated in …
for the total price of not less than ₱ 3,500,000.00 under such terms as she may deem advantageous; to sign the Deed of Absolute Sale and all documents needed for transfer of ownership; to receive the proceeds and issue receipt; and to do all acts necessary to carry out the foregoing authority.
I hereby undertake to grant full force and effect to everything done pursuant hereto and may revoke this SPA only by a written, notarized Deed of Revocation duly served upon the Attorney‑in‑Fact and annotated on the title.
IN WITNESS WHEREOF, I have hereunto set my hand this 21 April 2025 in Makati City, Philippines.
…
Principal
11. Frequently Asked Questions
| Question | Short Answer |
|---|---|
| Does an SPA expire? | Only if a fixed term is written; otherwise, it lasts until revoked or the purpose is fulfilled, subject to automatic termination upon death or incapacity. |
| Can one SPA cover several properties? | Yes, list each parcel with complete descriptions. |
| Must the attorney‑in‑fact be a relative? | No. Any legally competent person may serve, but trustworthiness is crucial. |
| Will the ROD accept a scanned or photocopied SPA? | No. The ROD requires the original notarized (or apostilled/consularized) instrument. |
| May I give multiple agents joint authority? | Yes—specify whether they act jointly, joint‑and‑severally (solidarily), or in a majority. |
12. Best Practices & Compliance Tips
- Engage counsel early to draft and vet the SPA, the eventual Deed of Sale, and tax computations.
- Limit the authority as narrowly as possible: include property specifics, price cap, and a sunset clause.
- Keep originals secure; deliver only when a sale is imminent.
- Verify the notary’s commission via the Integrated Bar of the Philippines or Executive Judge’s office to avoid a void notarization.
- For buyers: Always require the attorney‑in‑fact to present a recent Certificate of No Revocation or Secretary’s Certificate (if a corporate seller) and double‑check annotation on the TCT/OCT.
Key Takeaways
- Without a notarized, written SPA, a land sale by an agent is null and void.
- Draft the SPA with complete details, sign it before a notary (or consulate), pay DST, and annotate it on the title for maximum protection.
- An SPA can be revoked at any time by the principal, so third parties must confirm its continuing validity.
- Since May 2019 the Apostille Convention has simplified overseas execution—consular legalization is no longer the only route.
Disclaimer: This article provides general information only and does not constitute legal advice. Consult a Philippine lawyer or your local embassy/consulate for advice on your specific situation.