Authority of a Co-Administrator to Issue a Special Power of Attorney in Philippine Estate Proceedings
I. Context and Importance
When a Filipino dies leaving property in the Philippines, the settlement of his or her estate is placed under the exclusive supervision of a probate court (a Regional Trial Court acting in a special proceeding). The court may issue letters testamentary (if there is an executor named in a will) or letters of administration (if there is no executor or none is qualified), and it may appoint two or more persons as co-administrators “for the best interests of the estate” (Rule 78, §1, Rules of Court).
Because the estate continues to own the decedent’s property until partition, every administrator is merely a fiduciary—an arm of the probate court itself. For that reason, almost every important act of an administrator, including the giving of a Special Power of Attorney (SPA), is subject to stringent statutory and jurisprudential limits. When more than one administrator is appointed, those limits become even tighter: one co-administrator generally has no unilateral authority to bind the estate.
II. Sources of Law
| Source | Salient provisions for SPAs |
|---|---|
| Rules of Court | Rule 87 §1 (general powers), §2–§4 (court leave required for selling, mortgaging, or otherwise disposing of estate assets); Rule 89 (sale, mortgage, or otherwise encumbering estate realty). |
| Civil Code (Agency) | Art. 1881 et seq. (form and extent of powers), Art. 1878(5) (sale of real property requires special power), Art. 1919 (extinguishment), Art. 1883 (cannot exceed scope granted). |
| Civil Code (Succession) | Art. 777 (succession opens at death), Art. 1103 (solidary liability of heirs for estate debts prior to partition). |
| Special laws & regulations | Notaries Public Act of 2004 (acknowledgment of SPAs), Land Registration regulations (annotation of SPAs involving titled land). |
| Jurisprudence | Florentino v. Encarnacion, G.R. L-17192 (Dec 14 1961); Plaridel Hotels, Inc. v. Go, G.R. No. 189122 (June 10 2013); Heirs of Malate v. Gamboa, G.R. No. 170139 (Apr 22 2009); Coquia v. Court of Appeals, G.R. No. 124170 (Feb 7 2001); Heirs of Tan Eng Kee v. Court of Appeals, G.R. No. 126881 (Mar 3 1999); among others. (Citations are for reference only; no external links provided.) |
III. Nature of a Co-Administrator’s Power
Fiduciary and derivative.
All powers flow from the probate court; the administrator is essentially a trustee. The court’s control is “complete and exclusive” until the estate is closed.Collective rather than individual.
Where two or more administrators are appointed, they must act jointly and contemporaneously unless the probate court’s order expressly provides otherwise.
One co-administrator is not a managing partner; he is a co-fiduciary.Statutory vs. implied powers.
Routine “acts of administration” (e.g., collecting rents, paying taxes, insuring property) may be performed without prior order if they are reasonably necessary and do not dispose of or encumber estate assets.
“Acts of dominion” (e.g., sale, mortgage, long-term lease, compromise, partition) require:- a verified motion,
- notice to heirs and creditors,
- a hearing, and
- a specific court order authorizing the act.
Delegation is the exception, not the rule.
The maxim delegata potestas non potest delegari (a delegated power cannot be delegated) applies full force to estate administration. A co-administrator may not sub-delegate his discretionary or statutory power without:- written SPA, and
- prior court authority (or joint action of all co-administrators plus court approval for acts of dominion).
IV. When an SPA Is Proper—and When It Is Not
| Type of act | May a single co-administrator issue an SPA? | Requirements |
|---|---|---|
| Purely ministerial / mechanical acts (e.g., picking up a tax clearance, depositing checks) | Yes, if all co-administrators consent or if the probate court has authorized one to act singly for that specific ministerial task. | Written SPA, duly notarized; copy furnished to court for its records. |
| Hiring counsel / appearing in litigation | No, not alone. Administrator(s) may engage counsel for the estate but must secure written court approval of both counsel and fee arrangement. Plaridel Hotels requires concurrence of all co-administrators. | Motion or manifestation; court order; SPA (if attorney-in-fact different from counsel). |
| Sale, mortgage, long-term lease (>1 year), exchange or partition of realty | Never by one co-administrator acting alone. The transaction is void or, at best, unenforceable against the estate. | Verified petition under Rule 89; hearing; court order specifying terms; SPA executed jointly by all co-administrators or by a court-authorized representative; registration/annotation if land is titled. |
| Compromise of claims, waiver, or confession of judgment | Same as sale/mortgage. | Same safeguards plus court approval of the compromise itself (Art. 2029, Civil Code). |
| Borrowing money / creating liens | Same as sale/mortgage. | Rule 89 §3 requires a detailed showing of necessity and benefit to estate. |
| Execution of tax documents (BIR estate tax return) | Usually yes, provided all co-administrators sign the return or have executed a joint SPA; BIR officers often demand written proof of authority. | SPA notarized; photocopy submitted with estate tax papers. |
V. Consequences of an Unauthorized SPA or Unilateral Act
Inefficacy or nullity.
- Sales, mortgages, or leases made without authority of all co-administrators and the probate court are void (or at least voidable at the instance of the heirs or the estate).
- The buyer or lender acquires no title even if in good faith.
Personal liability.
- The erring co-administrator may be surcharged (charged personally) for any loss or expense (Rule 85 §2).
- Possible civil and even criminal liability for fraud or estafa if bad faith is shown.
Removal.
- Any “waste, embezzlement, or mismanagement” is statutory ground for removal as administrator (Rule 82 §2).
Tax repercussions.
- Unauthorized conveyances can trigger donor’s-tax assessments and penalties because the BIR may treat them as voluntary transfers.
VI. Procedure for Procuring a Valid SPA
Draft the SPA—identify:
- All co-administrators as principals;
- The attorney-in-fact;
- The specific act (sale of Lot 123 covered by TCT No. ____; signing of deed, etc.);
- A sunset clause or revocation clause;
- Statement that issuance is “by authority of the probate court in SP Proc. No. ___”.
File a motion (or ex parte manifestation if already covered by a previous omnibus authority) attaching the proposed SPA.
Serve notice to heirs, devisees, known creditors, and (if land is involved) the Register of Deeds.
Attend hearing; secure the written order.
Notarize and issue the SPA.
- Ensure signatures of all co-administrators.
- Affix documentary stamps (Sec. 173 NIRC).
Annotate on the title if the act involves registered land (Sec. 71, PD 1529).
File the original SPA with the probate record; furnish certified copies to relevant agencies (BIR, LRA, banks, etc.).
VII. Frequently Litigated Scenarios
| Scenario | Holding / Guideline |
|---|---|
| One co-administrator sells land by SPA citing “urgency” without court approval. | Void. Florentino v. Encarnacion — Court held that “the power to sell is a special trust that cannot be further delegated.” |
| Co-administrator signs SPA in favor of his spouse to represent the estate in ejectment vs. tenants; other co-administrator objects. | Must be struck down unless probate court expressly approves the retention of counsel / attorney-in-fact. |
| All co-administrators jointly issue SPA to a real-estate broker to find a buyer (mere brokerage, no authority to sign deed). | Generally permissible; finding a buyer is ministerial. Signing the deed still requires fresh authority and, if realty, court approval. |
| SPA survives death of a co-administrator. | No. Agency terminates upon death of the principal (Art. 1919), and letters of administration automatically expire; court must appoint a successor and re-issue authority. |
VIII. Best-Practice Checklist
✔ Always secure a court order—even if the act seems “minor.”
✔ Have all co-administrators sign the SPA and appear before the notary.
✔ Specify exact property, amount, counter-party, and validity period.
✔ File and annotate so third parties cannot claim ignorance.
✔ Keep the probate court informed and submit periodic accountings (Rule 85 §1).
✔ If co-administrators disagree, petition the court for instructions under Rule 87 §1.
✔ Resist pressure from buyers or heirs to “rush” a signing; haste has repeatedly led to nullity in Supreme Court cases.
IX. Conclusion
A co-administrator’s ability to issue a Special Power of Attorney is never a matter of personal discretion; it is a delegated, restricted, and court-supervised authority. The governing principles are simple but unforgiving:
- Joint action is the rule.
- Probate-court approval is the safeguard.
- Acts of dominion without both safeguards are void.
By respecting these limits—and documenting every step—co-administrators protect not only the estate and the heirs, but also themselves from removal and liability. Conversely, ignoring them almost guarantees protracted litigation or outright nullity of the transaction. For practitioners and heirs alike, the watchword is: “When in doubt, go back to the probate court.”