As a general rule, witnesses are not required for the validity of a Special Power of Attorney (SPA) authorizing the sale or donation of land. What the law principally requires is written and sufficiently specific authority. In actual practice, however, the SPA is almost always notarized, and in some special situations, witnesses may be needed for the notarization process or for execution formalities, even though they are not the ordinary rule.

That distinction matters. Many people ask whether “witnesses are required,” when the real legal issue is usually one of these:

Is the SPA valid?
Is the authority specific enough for the intended transaction?
Must the SPA be notarized or in a public instrument?
Will the Registry of Deeds, buyer, bank, or notary accept it?
Are witnesses needed only because of how it is signed or notarized?

This article explains all of that in the Philippine setting.

1) The core rule: an SPA to sell land must be in writing

Under the Civil Code, when land is sold through an agent, the agent’s authority must be in writing; otherwise, the sale is void.

That rule is fundamental. For a sale of land through an attorney-in-fact, the law is not satisfied by mere verbal permission. The authority must be written, and because the act involves disposition of immovable property, it must also be special, not merely general.

So if the principal wants another person to sell his or her land, the SPA must:

be written
clearly identify the principal and the attorney-in-fact
clearly describe the property
clearly authorize the sale
preferably state whether the attorney-in-fact may set the price, sign the deed of sale, receive the purchase price, process taxes, sign BIR and Registry of Deeds papers, and deliver possession

On this point, witnesses are not the central requirement. The central requirement is written special authority.

2) For donation of land, the authority must be even more exacting

Donation of land is more formal than sale.

A donation of immovable property in the Philippines must be made in a public document, and the property donated and the charges the donee must satisfy must be specified. Acceptance must also comply with the formal requirements of law.

Because donation is an act of ownership and liberality, an agent cannot ordinarily make donations unless there is special authority. A general power of attorney is not enough.

So where the owner wants an attorney-in-fact to donate land on the owner’s behalf, the SPA should be:

special and express
very specific as to the property
very specific as to the donee
clear on whether it authorizes pure donation or donation with conditions
ideally executed in public form, because the donation itself must be in a public document

Again, the ordinary legal issue is not “Are two witnesses needed?” The more important legal question is whether the authority is express, specific, and in the proper form for an immovable donation.

3) No general statutory rule requiring instrumental witnesses for an SPA

There is no general Philippine rule that every SPA for sale or donation of land must be signed in the presence of two instrumental witnesses in order to be valid.

That is a common misconception.

People often confuse SPAs with documents that do require witnesses by law, such as certain wills. But an SPA is not a will. The law on agency does not generally impose a blanket requirement that an SPA must have two subscribing witnesses.

So, in the ordinary case:

SPA for sale of land: written special authority is essential; witnesses are not generally an independent validity requirement
SPA for donation of land: special authority and compliance with donation formalities are essential; witnesses are not generally an independent validity requirement

4) Why many people think witnesses are required

This belief persists for practical reasons.

A. Most SPAs involving land are notarized

Although a written SPA may satisfy the minimum agency requirement for some purposes, land transactions in the Philippines almost always demand a notarized SPA because the deed to be executed by the agent will later be used before:

the buyer
the BIR
the local treasurer or assessor
the Registry of Deeds
banks or financing institutions
developers, condominiums, or homeowners’ associations

A notarized SPA becomes a public document, which carries greater evidentiary weight and is far more acceptable in conveyancing practice.

B. Notarial rules sometimes involve witnesses

Even if witnesses are not required for the SPA as a matter of substantive validity, witnesses can become necessary because of how the document is notarized.

Examples:

the principal signs by thumbmark or mark
another person signs on behalf of the principal under allowable circumstances
the principal lacks the required identification and must be identified through credible witnesses
the notary requires disinterested witnesses due to the circumstances of execution

These are not the same thing as saying that all SPAs for sale or donation of land require witnesses. They are special execution or identification situations.

5) Validity versus notarization versus registrability

This is one of the most important distinctions in practice.

Validity

For sale of land by an agent, the law requires the authority to be in writing. For donation of land by an agent, the authority must be special and the donation must comply with the stricter formal rules for immovable donations.

Notarization

Notarization is often not the source of validity of the agency itself, but it is usually essential in practice because it turns the SPA into a public document and makes it far easier to rely on in conveyancing.

Registrability and practical acceptance

Even if one argues that a document may be valid between the parties, that is not the same as saying it will be accepted for:

transfer tax processing
BIR clearance
eCAR/CAR processing
registration with the Registry of Deeds
issuance of a new title

In real-world Philippine land transactions, a notarized SPA is the norm. For donation of land, public-form compliance is even more critical.

6) SPA for sale of land: what the law really demands

For a land sale through an attorney-in-fact, the SPA should at minimum contain:

full name and details of the principal
full name and details of the attorney-in-fact
clear description of the land
- title number
- tax declaration number if available
- location
- area
express authority to sell
express authority to sign the Deed of Absolute Sale or other conveyance
authority to receive payment, if intended
authority to process taxes and registration papers, if intended

Why must it be specific? Because sale of land is not an ordinary act of administration. It is an act of strict ownership and disposition.

A vague SPA authorizing someone merely to “manage my properties” is risky and may be inadequate to support a sale of land.

Are witnesses required here?

Ordinarily, no.

Is notarization strongly advisable?

Yes, almost always.

Is a specific SPA required?

Absolutely.

7) SPA for donation of land: even stricter care is needed

Donation is more delicate because the law treats it as a formal transfer that can affect legitimes, succession expectations, donor’s tax issues, and title transfer requirements.

A proper SPA for donation of land should clearly state:

the principal is authorizing a donation, not a sale
the exact property being donated
the exact donee
whether the donation is with conditions, charges, or reservations
authority to sign the Deed of Donation
authority relating to acceptance formalities, if applicable
authority to process tax and registration documents

Are witnesses required here?

Ordinarily, still no as a standalone rule.

But because the donation of immovable property itself must be in a public document, an SPA used for that purpose should be prepared with very high formal care. In practice, it should be notarized and drafted very specifically.

A broad, generic SPA is dangerous in donation cases. For donations, specificity is especially important.

8) When witnesses may actually be needed

This is where the answer becomes more nuanced.

A. When the principal signs by mark or thumbmark

In notarial practice, a signature by mark can trigger additional witness requirements. The notary may require disinterested witnesses to observe and sign.

So if the principal cannot sign normally and signs by thumbmark or mark, witnesses may be needed for the notarization process.

That does not mean every SPA requires witnesses. It means this particular mode of execution may.

B. When the principal cannot be identified through ordinary IDs

A notary ordinarily requires competent evidence of identity. If the principal lacks acceptable identification, notarial rules may allow identification through credible witnesses.

Again, these are not witnesses to satisfy agency law in general. These are witnesses to satisfy notarial identification rules.

C. When another person signs for the principal

If the principal directs another person to sign on his or her behalf because of physical inability or similar reasons, extra safeguards may apply, and witnesses may be required or demanded by the notary.

D. When a receiving office imposes documentary practice requirements

Sometimes a bank, developer, consulate, embassy, Registry-related office, or foreign-use authentication process may require witnesses as a matter of institutional practice.

That is a practical requirement, not always a statutory validity requirement.

E. When the SPA is executed abroad

If the SPA is signed abroad for use in the Philippines, the document must usually be executed in a manner recognized for Philippine use, often through:

notarization before a local notary with apostille, where applicable
acknowledgment before a Philippine consular officer, where applicable under current rules and practice

In cross-border settings, witness practices may differ by jurisdiction or consular procedure. That still does not convert witnesses into a universal Philippine requirement for all SPAs.

9) Does the deed of sale or deed of donation itself require witnesses?

This is a separate question from whether the SPA requires witnesses.

Deed of Sale of Land

A deed of sale of land is typically notarized so it can operate as a public document and be used for registration and transfer processes. As a general matter, the critical requirement is proper execution and acknowledgment, not the routine presence of two instrumental witnesses.

Deed of Donation of Land

A donation of immovable property must be in a public document and must meet the Civil Code formalities. The law focuses on the required form of the deed and acceptance, not on a general rule of instrumental witnesses for every deed of donation.

Still, because donation formalities are strict, sloppy execution can render the transaction void or seriously defective.

10) Is notarization legally mandatory for an SPA to sell land?

A careful answer is needed.

For the agent’s authority to sell land, the Civil Code requires that the authority be in writing. The statute itself is centered on written authority.

However, in actual Philippine conveyancing, a non-notarized SPA is highly problematic. Even if one debates validity in a narrow sense, the document may fail in practice when presented to:

buyers
title registries
tax authorities
financing institutions

So the practical rule is:

For land sales, the SPA should be notarized.

That is not just a drafting preference. It is the standard conveyancing expectation.

11) Is notarization legally mandatory for an SPA to donate land?

For donation of land, the legal environment is stricter because the donation itself must be in a public document.

So even more than in a sale, the SPA authorizing donation should be drawn and notarized with great care. A donation of immovable property is not an area for minimalist formality.

The prudent legal position is:

For an SPA authorizing donation of land, notarization is strongly indicated and practically indispensable.

12) What if the SPA has no witnesses but is notarized?

In the ordinary case, that is not automatically a problem.

If the principal personally appeared before the notary, was properly identified, signed normally, and the notarial act was properly completed, the absence of ordinary instrumental witnesses does not by itself invalidate the SPA.

The key is whether:

the SPA contains the correct authority
the principal truly executed it
the notarial requirements were properly observed
the transaction being authorized is clearly and specifically stated

13) What if the SPA has witnesses but is not notarized?

Witnesses alone do not solve all problems.

A written SPA with witnesses may still be inadequate in practice for a land conveyance if it is not notarized and later needs to be presented to agencies and registries. For donation of land, even more caution is required because the underlying transaction itself has strict public-document requirements.

So adding witnesses does not substitute for:

correct drafting
specific authority
notarization
compliance with donation formalities
tax and registry compliance

14) What if the SPA is only general, not special?

That is a serious issue.

A general power of attorney is commonly insufficient for acts of strict dominion such as:

selling land
donating land
creating real rights over immovable property
making substantial waivers or transfers of ownership

Philippine law requires special powers for such acts. For land transactions, courts and registries expect precision.

So even if a general power of attorney is witnessed and notarized, it may still be legally insufficient if it does not specifically authorize the sale or donation of the identified land.

15) Why specificity matters more than witnesses

A defective SPA for land usually fails because of one of these problems:

no written authority
no special authority
vague property description
vague authority to sell or donate
no authority to sign the deed
no authority to receive payment
no authority to process registration documents
defective notarization
mismatch between SPA and actual transaction
execution abroad without proper authentication or recognition

Notice that “lack of two witnesses” is usually not the central problem.

16) Donation authority must not be inferred loosely

In Philippine law, the power to donate is not lightly presumed.

An authority to “administer,” “manage,” or even “dispose” may not safely be treated as enough to support a donation of land. Donation is an act of liberality, and because it diminishes the donor’s estate without a purchase price, courts construe such powers strictly.

So for donation of land, the SPA should expressly say that the attorney-in-fact may:

donate the specifically described property
in favor of the specifically named donee
under the stated terms and conditions

That is far more important than adding generic witness lines.

17) Foreign-executed SPAs for Philippine land

This issue comes up often with overseas Filipinos.

If the owner is abroad and wants someone in the Philippines to sell or donate land, the SPA is commonly executed abroad and then used in the Philippines. The main concerns then become:

proper notarization or consular acknowledgment
apostille or equivalent recognition, where applicable
compliance with Philippine documentary expectations
clear property and authority descriptions

A foreign-executed SPA may also encounter extra practical requirements from the Registry of Deeds or transaction counterparties. Some offices may scrutinize identification, witnesses, authentication, or translation issues more closely.

Again, the witness issue is usually secondary to recognition and formal sufficiency.

18) Common misconceptions

“All SPAs need two witnesses.”

Not true. There is no universal Philippine rule imposing that on all SPAs for sale or donation of land.

“If there are no witnesses, the SPA is void.”

Not as a general rule. The real question is whether the SPA has the required written special authority and, where needed, proper notarization and public form.

“A general SPA is enough to sell or donate land.”

Usually unsafe and often insufficient. Sale or donation of land should be covered by special authority.

“Notarization is just optional decoration.”

Not in real property practice. For land transactions, notarization is usually essential in the real world and often functionally indispensable.

“Witnesses cure a defective SPA.”

No. Witnesses cannot fix lack of written authority, lack of special authority, vague property description, or failure to comply with donation formalities.

19) Best-practice rule in Philippine land transactions

Even though the narrow answer to the title question is that witnesses are generally not required, the best-practice rule is:

For sale of land

Prepare a specific, written, notarized SPA.

For donation of land

Prepare an even more specific, written, notarized SPA, aligned with the strict formal requirements for donation of immovable property.

Include witness lines when prudent

Not because they are universally required, but because they may be useful where:

the principal signs by mark
identification is an issue
the notary requests them
the document is executed abroad
the receiving office has stricter documentary practice

20) Practical checklist for an SPA involving land

A sound SPA for sale or donation of land in the Philippines should ideally include:

full legal names and personal details of principal and attorney-in-fact
marital status, citizenship, and address when relevant
exact description of the property
title number and tax declaration details, if available
explicit authority to sell or donate
authority to sign the specific deed
authority to receive consideration, if sale
authority to process BIR, assessor, treasurer, Registry of Deeds, and related documents
authority to present IDs, sign affidavits, and secure clearances
notarization
witness signatures only when required by the mode of execution, requested by the notary, or advisable under the circumstances

21) Final legal position

Under Philippine law, witnesses are not ordinarily required for the validity of a Special Power of Attorney for the sale or donation of land. What is ordinarily required is:

written special authority, especially for sale of land through an agent
strict specificity, especially for donation
proper form, particularly because donation of immovable property must be in a public document
notarization in practice, because land transactions and registration processes almost always demand it

Witnesses become relevant only in special execution or notarial situations, such as:

signing by mark or thumbmark
identification through credible witnesses
signing through another person
compliance with particular notarial, consular, or institutional procedures

So the most accurate single-sentence answer is this:

No, witnesses are not generally required for an SPA to sell or donate land in the Philippines, but the SPA must be properly written, special, and usually notarized, and witnesses may still be needed in special notarization or execution circumstances.