Buying Land With Only a Deed of Sale: Risks and How to Transfer Title (Philippines)

This is general information for the Philippine setting and not a substitute for tailored legal advice. Laws, rates, and local procedures change and vary by locality.


Key Ideas at a Glance

  • A Deed of Absolute Sale (DOAS) proves the seller and buyer agreed to a sale, but ownership over titled land is perfected against third persons only upon registration with the Registry of Deeds (RD).
  • If you “buy” land and stop at the deed, the title remains in the seller’s name. You face risks like double sale, attachment by the seller’s creditors, estate complications if the seller dies, and penalties for late taxes.
  • Transferring the title requires paying national and local taxes and fees, securing a BIR eCAR (Certificate Authorizing Registration), registering with the RD for issuance of a new TCT/CCT, and updating the Tax Declaration at the Assessor’s Office.
  • Due diligence before you sign is critical: verify the title, seller identity and marital status, encumbrances, zoning, agrarian restrictions, and boundary/survey issues.

Part I — What “Only a Deed of Sale” Really Means

1) Deed versus Title under the Torrens System

  • A notarized DOAS is evidence of the contract of sale.
  • Registration controls: As a rule, dealings with registered land (OCT/TCT/CCT) must be registered to bind third parties and to give constructive notice. Until registration, the RD’s records still show the seller as owner.

2) Notarization Matters

  • A deed must be notarized to become a public document, be registrable, and carry full evidentiary weight. An unnotarized deed is a private document—much harder to register and easier to challenge.

3) “Untitled” versus “Titled” Land

  • Titled land: Ownership is evidenced by an OCT/TCT/CCT in the RD.
  • Unregistered/untitled land: No Torrens title; claims rely on tax declarations, possession, and other proofs. A deed alone will not get you a title; you may need judicial or administrative titling proceedings.
  • Tax Declarations prove assessment/tax purposes only; they are not proof of ownership.

Part II — Risks of Buying and Stopping at the Deed

  1. Double Sale Exposure If the seller resells to another buyer who registers first in good faith, the second buyer can trump you. Possession and earlier sale matter, but registration is decisive in many double-sale scenarios.

  2. Seller’s Liens and Creditors Because the RD still shows the seller as owner, attachments, levies, mortgages, and liens can be annotated against the title after your deed date—and you’ll have to fight or pay to clear them.

  3. Estate and Heirs If the seller dies before registration, you may be drawn into estate proceedings. Heirs can dispute authority or claim defects, slowing or blocking transfer.

  4. Spousal Consent Problems Property acquired during marriage and registered solely in one spouse’s name can still be conjugal/community. Written consent of both spouses is generally required to sell; lack of consent can render the sale void or voidable depending on the regime.

  5. Agrarian and Patent Restrictions

    • CLOA/EP (CARP) often carries prohibitions on sale/alienation within a period and may require DAR clearances.
    • Free patents/homestead titles may have or had restrictions; check the current statute and annotations on the title.
  6. Survey/Boundary Issues A wrong technical description or encroachments can make later registration painful or blocked by neighbors.

  7. Penalties and Surcharges Capital Gains Tax (CGT)/Creditable Withholding Tax (CWT) and Documentary Stamp Tax (DST) have deadlines. Processing late usually means interest, penalties, and compromise.

  8. Prescription/Laches on Enforcement If the seller refuses to cooperate later, suits for specific performance and related actions have prescriptive periods. Delay weakens your position.


Part III — Due Diligence Before You Sign Anything

  1. Get a Certified True Copy (CTC) of the Title from the RD/LRA portal or in person.

    • Match the owner’s name, title number, and technical description.
    • Read all annotations: mortgages, adverse claims, lis pendens, easements, restrictions.
  2. Validate the Seller

    • IDs and TIN; check name consistency across title, deed, and IDs.
    • Marital status: obtain spouse’s written consent or proof of separation in property/annulment/death as applicable.
    • If selling via SPA, verify that the SPA is notarized and apostilled/consularized if executed abroad, and that it specifically authorizes sale of the described property.
  3. Check Taxes and Clearances

    • Real Property Tax (RPT) receipts and RPT clearance (no arrears).
    • BIR zonal value/FMV for tax computations (compare with selling price).
  4. Zoning & Land Use

    • Secure zoning certification from the LGU; confirm if residential, commercial, agricultural, or protected. Beware of non-buildable or road-right-of-way parcels.
  5. Agrarian/Patent Status

    • For agricultural land, verify DAR status (CLOA/EP? retention limits? conversion?).
    • Read title annotations for alienation prohibitions.
  6. Physical Inspection & Survey

    • Walk the boundaries with a licensed geodetic engineer; check for occupants, overlapping fences, and right-of-way.
    • Confirm that the technical description matches the actual metes and bounds.
  7. Chain of Title

    • For recent transfers or inherited properties, review prior deeds, extrajudicial settlements (if heirs), and court orders if any.

Part IV — How to Properly Transfer Title (Step-by-Step)

The sequence can vary by locality, but the logic is: notarize → pay BIR taxes and secure eCAR → pay LGU transfer tax → register at RD → update Tax Declaration.

Step 1: Execute and Notarize the Deed

  • Use a Deed of Absolute Sale (or Conditional Sale, if staged payments).
  • Attach valid IDs, Taxpayer Identification Numbers (TINs) of both parties, and marital consent if needed.

Step 2: Prepare the Documentary Set

Commonly required:

  • Owner’s Duplicate Title (OCT/TCT/CCT).
  • Latest Tax Declaration (land and improvements) and RPT clearance.
  • BIR requirements: filled BIR Forms for the applicable tax (CGT or CWT), DST return, IDs, deed, TINs, certificate of zonal value/FMV, and sometimes SPA if using an agent.
  • Sworn declarations where required (e.g., on property classification).
  • Clearances for special properties (e.g., DAR clearance for CLOA/EP where applicable; HOA/condo clearance for CCT).

Step 3: Pay National Taxes and Get the BIR eCAR

  • If the property is a capital asset sold by an individual (typical home lot):

    • CGT is generally computed on the higher of the selling price, zonal value, or FMV.
    • DST is also due on the conveyance.
  • If the seller is a business and the property is an ordinary asset:

    • Instead of CGT, the sale is part of ordinary income and subject to CWT (buyer usually withholds) and possibly VAT depending on seller status and property type.
  • Deadlines exist for CGT/CWT and DST; BIR will impose surcharges/interest if late.

  • After evaluation and payment, BIR issues an eCAR (Certificate Authorizing Registration). This is the gate pass to registration.

Practical tip: Submit complete and organized documents to the BIR One-Time Transactions (ONETT) office to avoid back-and-forth.

Step 4: Pay LGU Transfer Tax

  • Settle Transfer Tax at the City/Municipal Treasurer where the property is located, based on the higher of selling price or FMV.
  • Keep the Official Receipt—it’s needed for registration. Some LGUs impose strict time limits (often 60 days from notarization).

Step 5: Register with the Registry of Deeds

Bring:

  • Owner’s Duplicate Title
  • Notarized Deed of Sale
  • BIR eCAR and tax payment receipts
  • DST proof, Transfer Tax OR, RPT clearance, IDs/TINs, and other clearances. The RD will:
  • Cancel the seller’s title and issue a new TCT/CCT in the buyer’s name.
  • Annotate any mortgages, easements, conditions as applicable. Pay registration fees per LRA schedule.

Step 6: Update the Tax Declaration

  • Proceed to the Assessor’s Office with the new title to transfer the Tax Declaration to your name for both land and improvements.

Part V — Special Situations

  1. Installment Purchases / Conditional Sale

    • Consider registering a real estate mortgage in favor of the seller, or annotating a conditional sale to protect both parties during installment periods.
  2. Corporate Sellers/Buyers

    • Ensure board approval/secretary’s certificate, authorized signatories, and CWT/VAT compliance.
  3. Heir-Sellers

    • If the registered owner is deceased, require Extrajudicial Settlement (EJS) (with publication) or court-supervised estate. Transfer first to the heirs (with estate tax settled), then from heirs to buyer, or use EJS with sale where allowed and properly documented.
  4. CLOA/EP and Agrarian Land

    • Check prohibition periods and DAR clearances. Some titles strictly restrict alienation; violations risk void transactions and cancellation.
  5. Right-of-Way / Access

    • Landlocked parcels need a legal easement; secure this by deed and register the easement annotation.
  6. Rectification of Technical Description

    • If survey errors exist, coordinate with a geodetic engineer, DENR-LMB/LMS, and possibly reconstitution or amendment proceedings before RD accepts transfer.

Part VI — Practical Checklists

Buyer’s Pre-Signing Checklist

  • CTC of Title from RD (same month if possible)
  • Read all annotations (adverse claim, lis pendens, mortgage)
  • Seller’s IDs, TIN, marital status & consent if needed
  • RPT receipts and RPT clearance; no arrears
  • Zoning confirmation; use compatible with your plan
  • Survey/boundary check; no encroachments
  • DAR/agrarian status; no sale prohibitions
  • Deed review: full property description, price, delivery, taxes allocation, default remedies, and possession/keys turnover

Document Set for BIR/RD

  • Notarized DOAS (with full names, TINs, marital status)
  • Owner’s Duplicate Title
  • Tax Declarations (land & improvements)
  • RPT clearance and latest ORs
  • CGT/CWT return and DST return + ORs
  • eCAR (once issued)
  • Transfer Tax OR
  • IDs, SPA (if any), corporate certificates (if corporate party)
  • Special clearances (DAR/HOA/condo, if applicable)

Part VII — Smart Contracting to Reduce Risk

  • Immediate Registration Clause: Require the parties to cooperate to file BIR taxes and register within a fixed period (e.g., 30–60 days).
  • Taxes Allocation: Spell out who pays CGT/CWT, DST, transfer tax, registration fees, and miscellaneous. Commonly, seller pays CGT/CWT; buyer pays DST, transfer tax, and registration, but parties can agree otherwise.
  • Delivery & Possession: Link turnover of possession and keys to specific milestones (e.g., partial or full payment).
  • Remedies: Specific performance and damages if a party refuses to sign/appear for tax filing or registration.
  • Warranties: Seller warrants good and transferable title, no hidden liens, and disclosure of tenancy/occupants.
  • Spousal/Heirs Signatures: Obtain all necessary consents and signatures up front.

Part VIII — Frequently Asked Questions

Q: Is a notarized deed enough for me to “own” the land? A: You acquire contractual rights against the seller, but third-party protection comes from registration. Until the RD issues a new title in your name, risks remain.

Q: Can I live on the property even if the title isn’t yet transferred? A: Only with the seller’s consent and a clear clause in the deed/side agreement. Possession is not equal to registered ownership and won’t stop liens or a double sale.

Q: Who pays CGT, DST, and other fees? A: By law, the liability exists regardless of agreement, but parties commonly allocate: seller—CGT/CWT; buyer—DST, transfer tax, registration. Put the allocation in the deed; BIR/RD will still require complete tax compliance before transfer.

Q: The seller refuses to cooperate after I paid. What now? A: Consult counsel for specific performance or rescission with damages. If time has run long, consider prescription issues. Immediate legal action is best.

Q: The land is agricultural with a CLOA. Can I buy it? A: Many CLOAs carry alienation prohibitions and require DAR clearances. Some sales are void if done within the prohibited period. Have the title and annotations examined.


Part IX — Sensible Action Plan If You Already Bought With Only a Deed

  1. Stop delays: Assemble documents and start BIR ONETT processing for eCAR.
  2. Secure the seller’s cooperation immediately (signatures, TIN, IDs).
  3. Check the title again for new annotations since your deed date.
  4. Pay taxes/penalties as computed; get eCAR.
  5. Register at RD and transfer the Tax Declaration.
  6. If the seller is uncooperative or deceased, engage counsel to structure an enforcement or estate route promptly.

Part X — Takeaways

  • A Deed of Sale without registration is a half-finished transaction.
  • The safest path is prompt tax compliance, eCAR issuance, and RD registration.
  • Good due diligence and tight contract drafting prevent most painful disputes and delays.

If you want, I can turn this into a fill-in-the-blanks checklist packet (buyer’s/seller’s info sheets, deed boilerplate with consent clauses, and a one-page RD/BIR routing sheet) tailored to your locality.

Disclaimer: This content is not legal advice and may involve AI assistance. Information may be inaccurate.