1) What a Special Power of Attorney Really Is

A Special Power of Attorney (SPA) is a written instrument where a principal grants an agent/attorney-in-fact authority to perform specific acts for and in the name of the principal. Under Philippine law on agency, the hallmark of an SPA is special, limited authority—as opposed to a general authority to do many acts.

For many transactions, the law requires that the agent’s authority be express and, for certain acts, given in a public instrument (i.e., notarized document) to be effective against third parties and registries.

2) The Core Question: Who Must Sign the SPA?

General Rule: The Principal Signs

As a rule, an SPA is a grant of authority coming from the principal. The cleanest and most widely accepted practice is that the principal personally signs the SPA, then acknowledges it before a notary public (or a Philippine consular officer abroad).

This is because an SPA is not merely evidence of authority; it is the source of authority.

Notarial Reality: “Personal Appearance” Is Non-Negotiable

In Philippine notarization, the person signing must personally appear before the notary. If someone signs for another, the notary will scrutinize whether the signer is legally authorized, and whether the notarization will be valid for the intended use (banks, registries, government agencies often have strict internal rules).

3) When Can an “Authorized Representative” Sign an SPA?

Yes—but only in specific situations, and the reason matters. The phrase “authorized representative” can mean very different things in law.

A) If the Principal Is a Juridical Entity (Corporation, Partnership, Association)

A corporation cannot physically sign; it acts only through natural persons. Thus, an SPA for a corporation is typically signed by an authorized corporate officer (e.g., President, Managing Partner) pursuant to authority such as:

a Board Resolution, or
Secretary’s Certificate/General Information evidence of signatory authority, or
provisions in the bylaws or partnership agreement.

In this setting, the signatory is not “signing instead of the principal” in a problematic way—because the juridical entity can only act through representatives. This is the most straightforward case where an “authorized representative” signs the SPA.

Practical point: Many banks, registries, and counterparties will require a Board Resolution/Secretary’s Certificate to be attached or presented.

B) If the Representative Already Holds Authority From the Principal to Do This (Delegation / Sub-Agency)

An agent may sometimes appoint another person to assist or substitute, but this depends on what the principal allowed.

This can arise in two patterns:

Pattern 1: Existing SPA or authority allows appointing a substitute or executing documents of appointment

If the principal previously issued an SPA (or equivalent authority) that expressly authorizes the agent to:

appoint a substitute/sub-agent, or
execute an SPA (or similar instrument) on the principal’s behalf,

then the agent may sign an instrument that effectively appoints another agent for specific matters.

Pattern 2: Authority implied by necessity (rare and risky in practice)

Agency law recognizes narrow circumstances where substitution may be allowed by necessity, but this is highly fact-sensitive and often rejected by conservative counterparties.

Key legal idea: If the “authorized representative” is merely an agent without authority to delegate, having that agent sign a fresh SPA to appoint another agent can be treated as unauthorized substitution, which may be ineffective against the principal unless later ratified.

Practical caution: Even if legally arguable, many institutions will refuse a “SPA signed by an attorney-in-fact appointing another attorney-in-fact” unless the chain of authority is crystal clear and expressly permits it.

C) If the Signer Is a Court-Appointed Representative (Guardianship / Administration)

If the principal is legally incapacitated or otherwise under court-supervised representation, a judicial representative may be able to sign documents, sometimes including an SPA, depending on:

the scope of the court appointment, and
whether the act requires court approval (especially for disposition/encumbrance of property).

Examples of judicial representatives:

Guardian of an incapacitated person (judicial guardianship)
Judicial administrator of an estate (in settlement proceedings)

Important: Transactions involving sale, mortgage, or disposition of significant property interests frequently require prior court authority, even if a representative exists.

D) If the Signer Is a Legal Representative by Operation of Law (Parents for Minors; Certain Family Code Situations)

Parents generally represent unemancipated minor children in many matters. However:

there are limits, and
property transactions and acts of strict dominion often require special authority and sometimes court involvement.

In these cases, a parent may sign instruments relating to the minor’s affairs as a legal representative, though counterparties may still ask for proof (birth certificate, marriage certificate, guardianship papers, etc.).

4) Situations That Are Commonly Misunderstood (Where the Answer Is Usually “No”)

1) “The principal is busy; can a relative sign the SPA?”

Not unless that relative already has legal authority (corporate authority, existing SPA allowing delegation, or court/legal representative status). Mere relationship does not confer authority.

2) “Can the agent sign the SPA to appoint themselves?”

An agency relationship must come from the principal. An agent generally cannot create their own authority unilaterally by signing an SPA “for” the principal.

3) “Can someone sign for the principal because the principal told them verbally?”

For special authority—especially for acts covered by requirements of written authority—verbal instructions are typically insufficient and easily rejected by notaries, registries, and banks.

5) The Special Authority Requirement: Why It Matters Here

Philippine agency law lists acts that require special authority (commonly associated with Article 1878 of the Civil Code), such as authority to:

sell or purchase real property,
mortgage or encumber property,
enter into certain compromises,
make donations,
waive rights, and other acts of strict dominion.

For real property and registry-facing transactions, the SPA is often expected to be:

in writing, and
notarized, and
sufficiently specific (property description, transaction scope, price/terms authority).

When someone other than the principal signs, the chain of authority must be just as formal and specific—often more.

6) Formalities and Notarization: What Makes (or Breaks) Validity

A) Signature and Acknowledgment

The signer must sign in the notary’s presence (or acknowledge having signed).
The signer must present competent evidence of identity.

B) Signing in a Representative Capacity (How It Must Look)

If a representative signs, the signature block should clearly indicate the capacity and the source of authority, e.g.:

For a corporation:

“ABC CORPORATION, by: Juan Dela Cruz, President, pursuant to Board Resolution dated ___”

For an attorney-in-fact (substitution allowed):

“Maria Santos, by: Pedro Reyes, Attorney-in-Fact, pursuant to SPA dated ___ (with authority to appoint a substitute)”

C) Notary’s Due Diligence (Practical Expectation)

A careful notary will usually require:

the document conferring authority (Board Resolution/Secretary’s Certificate, prior SPA, guardianship papers),
IDs, and
supporting documents to verify capacity.

If the SPA will be used for land registration, banks, or government agencies, they may impose stricter documentary requirements than the bare legal minimum.

7) Better Alternatives When the Principal Cannot Personally Sign

Option 1: Principal Signs Abroad

If the principal is abroad, the SPA can be executed:

before a Philippine Embassy/Consulate (consular notarization), or
before a foreign notary, then apostilled (subject to acceptance and document requirements for local use).

Option 2: Execution with Assistance if the Principal Has Physical Limitations

If the principal cannot sign normally:

thumbmarking may be used, with witnesses and proper notarial handling, depending on circumstances.
the notary must be satisfied the principal understands and voluntarily executes the instrument.

Option 3: Court Processes for Incapacity

If incapacity is legal/medical and affects consent, the more durable route is often:

guardianship or other court-supervised authority, rather than attempting an SPA signed by someone else without clear legal status.

8) Practical Checklist: When an SPA Signed by a Representative Is Likely Acceptable

Likely acceptable

The principal is a corporation and the signatory presents board authority.
The signer is a court-appointed representative acting within authority (and with court approval if needed).
The signer is an attorney-in-fact with a prior SPA that expressly permits appointing a substitute and executing the appointment instrument.

Often rejected in practice

A family member signs “for convenience.”
An employee signs for an individual without formal authority.
An agent signs an SPA to appoint another agent with no express delegation clause.

9) Key Takeaways

Default rule: The principal signs the SPA; notarization requires personal appearance of the signer.
A representative may sign only if the representative’s authority to sign for the principal is legally established—most commonly because the principal is a juridical entity, or the signer is a court/legal representative, or there is a clear prior authority allowing delegation/substitution.
For high-stakes transactions (real property, banking), the chain of authority and documentary support are as important as the SPA text itself.
When the principal cannot sign, the more reliable solutions are consular/apostilled execution, assisted execution (where appropriate), or court authority where capacity is in question.