Introduction

A Special Power of Attorney, commonly called an SPA, is one of the most frequently used legal documents in the Philippines. It allows one person, called the principal, to authorize another person, called the agent or attorney-in-fact, to perform specific acts on the principal’s behalf.

An SPA is commonly used to sell property, sign documents, claim money, process government papers, manage bank transactions, appear before agencies, file applications, represent someone in real estate transactions, or handle matters for an Overseas Filipino Worker or a Filipino living abroad.

A common question is whether an SPA can be transferred. For example, if a principal authorizes Person A, can Person A pass the authority to Person B? Can an attorney-in-fact appoint another attorney-in-fact? Can the original agent “assign” or “delegate” the SPA? Can the SPA be used by someone else if the named representative is unavailable?

The general answer in Philippine law is:

A Special Power of Attorney is generally personal to the agent named in it and cannot simply be transferred to another person, unless the SPA itself or the principal clearly authorizes substitution, delegation, or appointment of a substitute agent.

Because an SPA is based on trust and agency, the authority must be followed strictly. If the document names a specific attorney-in-fact, another person cannot automatically step into that role. Unauthorized transfer or delegation may make the transaction invalid, unenforceable, or subject to challenge, and may expose the agent to liability.

I. What Is a Special Power of Attorney?

A Special Power of Attorney is a written authority by which a principal authorizes an agent to perform one or more specific acts.

It is called “special” because it does not merely give broad or general authority. It identifies particular powers, transactions, properties, documents, or acts that the agent may perform.

Examples include authority to:

Sell a specific parcel of land;
Sign a deed of sale;
Mortgage property;
Lease property for a long period;
Collect money;
Receive checks;
Open, close, or manage a bank account;
Process a title transfer;
Represent the principal before a government agency;
Sign tax documents;
File or withdraw applications;
Claim documents from PSA, DFA, LTO, SSS, GSIS, Pag-IBIG, PhilHealth, or banks;
Execute settlement documents;
Enter into a compromise;
Appear in a specific legal or administrative matter;
Process condominium turnover;
Claim insurance proceeds;
Represent an OFW or person abroad.

In Philippine practice, an SPA is often notarized. If executed abroad, it is usually acknowledged before a Philippine embassy or consulate or apostilled, depending on the country and use.

II. The Legal Nature of an SPA: Agency and Trust

An SPA is a form of agency. In agency, one person binds himself to render service or do something in representation or on behalf of another, with the latter’s consent or authority.

The relationship is based on:

Consent of the principal;
Trust and confidence in the agent;
Authority granted by the principal;
The agent’s duty to act within the scope of authority;
The agent’s duty to act in the principal’s interest.

Because the principal personally chooses the agent, the authority is generally not treated like ordinary property that can be sold, assigned, or passed to another person. The agent is not the owner of the authority. The agent is merely the holder of delegated power.

This is the key reason why an SPA is generally not transferable without express permission.

III. What Does “Transferred” Mean?

The word “transferred” may refer to several different situations. Each has a different legal effect.

1. Assignment of the SPA

This means the original agent attempts to assign the authority to another person, as if passing the SPA like a contract right. This is generally not allowed unless the principal authorizes it.

2. Delegation of Duties

This means the agent asks another person to perform the acts that the agent was authorized to perform. This is generally not allowed for acts involving discretion, trust, judgment, or personal confidence, unless authorized.

3. Substitution of Agent

This means the original agent appoints a substitute agent or sub-agent. This may be allowed only if the SPA or principal authorizes substitution.

4. Assistance by Another Person

This means the agent remains responsible but uses clerks, messengers, liaison officers, or assistants for purely ministerial tasks. This may be allowed if the main authorized act is still performed by the agent and the receiving office accepts it.

5. Replacement of Attorney-in-Fact

This means the principal executes a new SPA naming another person. This is allowed because the principal, not the agent, is the one granting authority.

IV. General Rule: An SPA Cannot Be Transferred Without Authority

As a general rule, an SPA cannot be transferred by the attorney-in-fact to another person unless the principal has authorized it.

The reason is simple: the principal chose a specific person. The agent cannot decide that someone else should enjoy the principal’s trust.

For example:

If Maria authorizes Juan to sell her land, Juan cannot simply authorize Pedro to sell the same land unless Maria allowed substitution.
If an OFW authorizes her sister to process her housing loan, the sister cannot simply pass the SPA to a cousin unless the SPA authorizes delegation or the OFW signs a new SPA.
If a parent authorizes a child to claim bank proceeds, the child cannot send a friend to sign and claim on the parent’s behalf unless the document or institution allows it.

The safer rule is:

Only the person named as attorney-in-fact may exercise the authority, unless the SPA expressly allows a substitute or the principal executes another authorization.

V. Why an SPA Is Usually Non-Transferable

An SPA is usually non-transferable for several reasons.

1. It Is Based on Personal Trust

The principal may trust one person but not another. The principal may have chosen the agent because of family relationship, reliability, skill, availability, location, or honesty.

2. The Agent Has No Ownership Over the Authority

The agent does not own the power granted under the SPA. The agent merely exercises authority for the principal.

3. Third Parties Rely on the Named Agent

Banks, courts, government agencies, buyers, sellers, and registries usually check whether the person appearing is the person named in the SPA.

4. The SPA Must Be Strictly Construed

Special powers are usually interpreted narrowly. If the document authorizes a particular person to do a particular act, the authority should not be expanded by implication.

5. Unauthorized Delegation Can Harm the Principal

A substitute may commit fraud, make mistakes, mishandle money, or bind the principal to unwanted obligations.

6. The Law Protects the Principal’s Consent

Agency requires the principal’s consent. A substitute agent who was not chosen or authorized by the principal may lack valid authority.

VI. When Can an SPA Be Transferred, Delegated, or Substituted?

Although the general rule is non-transferability, there are situations where substitution or delegation may be valid.

A. When the SPA Expressly Allows Substitution

The clearest case is when the SPA contains a clause allowing the attorney-in-fact to appoint a substitute.

Example clause:

“My attorney-in-fact is hereby authorized to appoint a substitute or sub-agent to perform any or all of the powers granted herein.”

Or:

“My attorney-in-fact may delegate the foregoing authority to another person, subject to my approval.”

If the SPA contains this authority, the original agent may execute a Substitution of Attorney-in-Fact, Delegation of Authority, or similar document, depending on the transaction and requirements of the receiving office.

B. When the Principal Later Gives Written Consent

Even if the original SPA does not allow substitution, the principal may later authorize another person through:

A new SPA;
A written authorization;
An amended SPA;
A ratification;
A separate document approving the substitute.

The cleanest method is usually to execute a new SPA naming the new attorney-in-fact.

C. When the Substitute Performs Only Ministerial Acts

Some practical tasks may be performed by assistants, messengers, or liaison representatives, especially if they do not involve discretion or signing on behalf of the principal.

Examples:

Delivering documents;
Picking up forms;
Paying filing fees;
Following up status;
Photocopying or filing papers;
Scheduling appointments.

However, if the receiving office requires the attorney-in-fact’s personal appearance, signature, oath, or ID, an assistant may not be enough.

D. When the Nature of the Task Necessarily Requires Assistance

Some authorized acts may require the agent to use employees, brokers, clerks, engineers, surveyors, or messengers. This is not necessarily a transfer of the SPA if the agent remains the person legally acting for the principal.

For example, an attorney-in-fact authorized to sell property may work with a broker, but the broker cannot sign the deed of sale for the principal unless separately authorized.

E. When the Principal Ratifies the Substitute’s Act

If an unauthorized substitute acts on behalf of the principal, the act may later become binding if the principal knowingly accepts, confirms, or ratifies it.

Ratification may occur when the principal:

Signs a confirmation;
Accepts the benefits of the transaction;
Issues a new SPA recognizing the act;
Does not object despite full knowledge and benefit;
Executes documents confirming the transaction.

Ratification should be handled carefully because some transactions require formalities. For real estate, banks, and government agencies, written and notarized ratification may be necessary.

VII. Sub-Agent vs. Substitute Agent

A useful distinction is between a sub-agent and a substitute agent.

Sub-Agent

A sub-agent is a person appointed by the original agent to help carry out the agency. The original agent may remain involved and responsible.

Substitute Agent

A substitute agent replaces the original agent for the performance of the authority.

In both cases, the key issue is whether the principal authorized the appointment.

If the SPA says the agent may appoint a substitute, the appointment may be valid. If the SPA is silent, substitution is risky and may be rejected.

VIII. What Happens If the Agent Transfers the SPA Without Authority?

If the attorney-in-fact transfers, delegates, or substitutes authority without permission, several consequences may follow.

1. The Substitute’s Act May Be Invalid

The person who was not authorized by the principal may have no power to bind the principal.

2. The Transaction May Be Rejected

Banks, government offices, registries, buyers, sellers, developers, and courts may refuse to honor documents signed by the substitute.

3. The Original Agent May Be Liable

The original attorney-in-fact may be liable to the principal for damages if unauthorized delegation causes loss.

4. The Substitute May Be Personally Liable

A person who represents himself as authorized without actual authority may become personally liable to third parties or the principal.

5. The Transaction May Require Ratification

The principal may need to issue a ratification, new SPA, or corrective document.

6. The Transaction May Be Void, Voidable, Unenforceable, or Ineffective Against the Principal

The exact classification depends on the nature of the act, the document, the third party’s knowledge, and whether ratification occurred.

7. There May Be Criminal or Civil Issues in Serious Cases

If the transfer involves falsification, forged signatures, misuse of money, unauthorized sale of property, or fraud, civil and criminal liability may arise.

IX. Special Rule for Acts Requiring a Special Power

Certain acts require a special power of attorney. These acts cannot be assumed from general authority and should not be delegated casually.

Common examples include authority to:

Sell real property;
Mortgage property;
Lease real property for a long period;
Make payments not usually considered acts of administration;
Enter into compromise;
Waive obligations;
Renounce rights;
Borrow money;
Bind the principal as guarantor or surety;
Create or convey real rights over immovable property;
Accept or repudiate inheritance;
Make gifts or donations, subject to strict rules;
Perform acts of strict dominion or ownership;
Represent the principal in specific high-value or legally significant transactions.

If the original act requires an SPA, a substitute agent generally also needs clear authority. A vague or implied delegation is usually unsafe.

X. Real Estate Transactions: Can an SPA to Sell Land Be Transferred?

Real estate is one of the most important contexts where this question arises.

If the principal authorizes an attorney-in-fact to sell land, a condominium unit, or other real property, the agent cannot simply transfer that authority to another person unless the SPA allows it.

Example

Ana, who lives in Canada, signs an SPA authorizing her brother Ben to sell her land in Cavite. Ben becomes busy and signs a document authorizing his friend Carlo to sign the deed of sale.

If Ana’s SPA does not authorize Ben to appoint a substitute, Carlo’s authority is doubtful. The buyer, notary, Register of Deeds, or bank may reject the transaction. Ana may also later challenge the sale.

Best Practice for Real Estate

For real estate transactions, the safest options are:

Principal signs a new SPA naming the replacement agent;
Original SPA expressly allows substitution;
Principal signs a ratification after the substitute acts, if legally acceptable;
Principal personally signs the deed or appears by video only if accepted by the institution and lawfully documented;
Use a properly notarized, consularized, or apostilled document if the principal is abroad.

Because land transactions involve strict formalities and registration, informal substitution is risky.

XI. Bank Transactions: Can an SPA Be Transferred?

Banks are usually strict. If the SPA names one attorney-in-fact, the bank will normally transact only with that person.

Bank-related SPAs may cover:

Withdrawal of funds;
Closing an account;
Claiming checks;
Updating account records;
Applying for a loan;
Signing loan documents;
Receiving bank certificates;
Managing investments;
Settling estate-related bank matters.

Most banks will not accept a substitute unless:

The SPA expressly allows substitution;
The principal executes a new SPA;
The bank’s legal department approves the documents;
The substitute presents valid ID and required forms;
The principal confirms directly, when required.

For withdrawals and account closure, banks may require very specific wording. A general authority to “process bank matters” may not be enough.

XII. Government Transactions: Can Someone Else Use the SPA?

Government agencies commonly require the named representative to appear. If someone else appears, the agency may reject the transaction.

Examples include:

PSA document requests;
DFA passport-related transactions;
LTO vehicle matters;
SSS, GSIS, Pag-IBIG, PhilHealth claims;
BIR tax filings;
Register of Deeds transactions;
Local government permits;
Court records requests;
Immigration matters;
School records;
PRC transactions.

Some agencies allow an authorized representative with:

Original SPA;
Photocopy of principal’s ID;
Photocopy of representative’s ID;
Authorization letter;
Agency form;
Proof of relationship;
Original receipts or claim stubs.

But if the SPA names Person A and Person B appears, the agency may require a new SPA naming Person B.

XIII. Court and Legal Proceedings: Can an SPA Be Transferred?

If an SPA authorizes a person to represent the principal in a legal or administrative matter, the authority usually belongs to the person named.

However, there is an important distinction:

A party may authorize a representative through an SPA for certain appearances or transactions.
A lawyer’s authority to represent a client in court follows separate rules.
An attorney-in-fact is not necessarily a lawyer and cannot perform acts reserved for lawyers.

If the agent authorized under an SPA cannot appear, the principal should execute a new SPA or proper authorization. The original agent should not simply transfer authority unless substitution is allowed.

For compromise agreements, withdrawals, waivers, or settlements, courts and tribunals often require very specific authority.

XIV. Can an Attorney-in-Fact Sign Another SPA for the Principal?

This is a delicate issue.

An attorney-in-fact may sign documents only within the scope of the authority granted. If the SPA authorizes the agent to appoint a substitute, the agent may execute a document appointing a substitute or sub-agent.

However, if the SPA does not authorize substitution, the agent cannot simply sign a new SPA for the principal appointing someone else.

Example

The principal authorizes Agent A to sell a property. Agent A signs a new SPA saying, “I, on behalf of the principal, appoint Agent B to sell the property.”

This is valid only if the original SPA allowed Agent A to appoint a substitute or otherwise delegate the authority.

Without such authority, the new SPA may be ineffective.

XV. Can the Principal Revoke the Old SPA and Issue a New One?

Yes. The principal may usually revoke an SPA and issue a new one, subject to contractual limitations, agency coupled with interest, or rights of third parties in some cases.

The principal may:

Revoke the first SPA;
Notify the old attorney-in-fact;
Notify banks, agencies, buyers, or concerned third parties;
Execute a new SPA naming a new agent;
Publish or formally record revocation if necessary;
Retrieve original documents from the former agent;
Cancel pending authority with institutions.

This is the cleanest way to “transfer” authority: not by having the agent transfer it, but by having the principal appoint a new agent.

XVI. Revocation of SPA

A principal may revoke an SPA when the authority is no longer desired, unless special circumstances limit revocation.

Revocation may be express or implied.

Express Revocation

This is done through a written document stating that the SPA is revoked.

Implied Revocation

This may happen when the principal appoints another agent for the same transaction, personally performs the act, or acts inconsistently with the continuation of the agency.

Notice Is Important

Revocation should be communicated to:

The attorney-in-fact;
Banks;
Buyers;
Developers;
Government agencies;
Register of Deeds;
Notaries;
Courts;
Other persons dealing with the agent.

A revocation that is not communicated may create disputes if third parties continue to rely on the old SPA in good faith.

XVII. Is a New SPA Better Than a Transfer?

Usually, yes.

A new SPA is generally better because it clearly comes from the principal. It avoids arguments about whether the first agent had authority to substitute.

A new SPA is recommended when:

The named attorney-in-fact is unavailable;
The agent moved abroad;
The agent died;
The agent refuses to act;
The agent is no longer trusted;
A bank or agency rejects substitution;
The transaction involves real property;
The transaction involves large sums of money;
The original SPA does not expressly allow substitution;
The receiving office asks for a new SPA;
The principal wants to add or remove powers.

XVIII. What If the Principal Is Abroad?

For Filipinos abroad, executing a new SPA may require extra formalities.

Common options include:

1. Consularized SPA

The principal signs the SPA before the Philippine embassy or consulate. This is commonly used for Philippine transactions.

2. Apostilled SPA

If signed in a country that uses apostille procedures, the document may be notarized locally and apostilled by the competent authority of that country, subject to Philippine acceptance and agency requirements.

3. Local Notarization Plus Authentication

In some situations, local notarization and authentication may be required depending on the country and the receiving Philippine office.

4. Embassy or Consulate Forms

Some Philippine posts provide SPA forms or acknowledgment services. The principal should ensure the SPA text contains the exact powers needed.

For real estate, banking, and court-related matters, the wording must be specific.

XIX. What If the Attorney-in-Fact Dies?

If the attorney-in-fact dies, the SPA generally cannot be used by the attorney-in-fact’s heirs, spouse, children, or representatives.

The authority was personal to the attorney-in-fact. It does not pass to the agent’s estate.

The principal should execute a new SPA appointing another person.

If the principal has also died, the SPA generally terminates, subject to exceptional cases involving agency coupled with interest or rights already acquired by third parties.

XX. What If the Principal Dies?

As a general rule, agency is extinguished by the death of the principal. Therefore, the SPA generally ceases to have effect when the principal dies.

The attorney-in-fact should not continue using the SPA after knowing of the principal’s death.

After the principal’s death, authority usually passes to:

The heirs, in appropriate cases;
The executor or administrator of the estate;
A court-appointed representative;
Persons authorized under succession or estate settlement rules.

Using an SPA after the principal’s death may create serious legal problems, especially in selling property or withdrawing money.

XXI. What If the Attorney-in-Fact Becomes Incapacitated or Unavailable?

If the named agent becomes unavailable, hospitalized, mentally incapacitated, imprisoned, abroad, unreachable, or unwilling to act, the principal should issue a new SPA.

If the original SPA expressly allows substitution, the original agent may appoint a substitute if still legally capable and willing.

If the agent is incapacitated and cannot validly execute a substitution, a new SPA from the principal is the safer route.

XXII. Can an SPA Have More Than One Attorney-in-Fact?

Yes. A principal may appoint multiple attorneys-in-fact in one SPA.

The SPA should specify whether they may act:

1. Jointly

All agents must act together. This is safer for control but inconvenient.

Example:

“My attorneys-in-fact shall act jointly and must all sign documents.”

2. Severally

Any one of the agents may act alone. This is convenient but riskier.

Example:

“Any one of my attorneys-in-fact may act for and on my behalf.”

3. Jointly and Severally

The agents may act together or individually, depending on wording.

4. Successively

One agent acts only if the first agent is unavailable.

Example:

“I appoint A as my attorney-in-fact, and in the event of A’s inability or refusal to act, I appoint B as substitute attorney-in-fact.”

This is often better than trying to transfer the SPA later.

XXIII. Can an SPA Include a Substitute Agent From the Start?

Yes. The principal may name an alternate or substitute attorney-in-fact in the original SPA.

Example:

“I hereby appoint Juan dela Cruz as my attorney-in-fact. If Juan dela Cruz is unavailable, incapacitated, or unwilling to act, I appoint Maria Santos as substitute attorney-in-fact with the same powers.”

This avoids future problems. Institutions may still ask for proof that the first agent is unavailable, but the authority is clearer.

XXIV. Can an Attorney-in-Fact Delegate to a Lawyer?

If the attorney-in-fact needs legal assistance, he may hire or coordinate with a lawyer if the SPA allows necessary incidental acts or if the principal consents.

However, hiring a lawyer is not the same as transferring the SPA. The lawyer’s authority to appear in court or sign pleadings may require the principal’s own engagement or authorization.

For legal representation, the safer approach is for the principal to directly authorize or engage the lawyer, especially for settlements, withdrawals, compromise agreements, or waivers.

XXV. Can an Attorney-in-Fact Delegate to a Broker?

An attorney-in-fact authorized to sell property may ask a licensed real estate broker to help market the property, subject to law and agreement. But the broker cannot sign the deed of sale for the principal unless separately authorized.

The broker may:

Advertise the property;
Look for buyers;
Arrange viewings;
Negotiate subject to approval;
Assist with documentation.

The broker may not:

Sign the deed of sale for the principal;
Receive purchase price unless authorized;
Transfer title;
Bind the principal to final terms beyond authority;
Appoint another attorney-in-fact unless allowed.

XXVI. Can an Attorney-in-Fact Delegate to a Liaison Officer?

A liaison officer may perform ministerial tasks if accepted by the office involved.

Examples:

Filing documents;
Following up applications;
Paying fees;
Obtaining claim stubs;
Delivering papers.

But if the task requires the attorney-in-fact’s signature, oath, personal appearance, or legal discretion, the liaison officer needs separate authority.

For government offices, a simple authorization letter may sometimes be accepted for minor tasks, but not for acts requiring an SPA.

XXVII. Form of a Valid Substitution of Attorney-in-Fact

If substitution is allowed, the substitute appointment should be in writing and should follow the form required for the underlying transaction.

For important transactions, especially real estate and banking, the substitution should be notarized.

A substitution document should include:

Name of principal;
Date and details of original SPA;
Name of original attorney-in-fact;
Clause in original SPA allowing substitution;
Name of substitute attorney-in-fact;
Specific powers delegated;
Duration of substitution;
Signature of original attorney-in-fact;
Notarial acknowledgment;
Copies of valid IDs;
Original or certified copy of the original SPA attached.

If the original SPA was consularized or apostilled, the receiving office may also require proper authentication of the substitution document.

XXVIII. Sample Substitution Clause in an SPA

A principal who wants flexibility may include a clause like:

“My attorney-in-fact is authorized to appoint, designate, and substitute another person to perform any or all of the powers granted in this Special Power of Attorney, and to revoke such substitution, provided that my attorney-in-fact shall remain responsible to me for acts done by the substitute within the scope of the authority granted.”

Another version:

“In case my attorney-in-fact is unable or unavailable to act, I hereby authorize him/her to appoint a substitute attorney-in-fact, who shall have the same powers specifically granted herein.”

For high-value transactions, the principal may want stricter wording:

“My attorney-in-fact may appoint a substitute only with my prior written consent.”

XXIX. Sample Alternate Agent Clause

Instead of allowing the agent to choose a substitute, the principal may name an alternate:

“I appoint [Name of Agent 1] as my attorney-in-fact. If [Name of Agent 1] is unable, unavailable, or unwilling to act, I appoint [Name of Agent 2] as alternate attorney-in-fact, with the same powers stated herein.”

This is often safer than giving the original agent broad power to choose anyone.

XXX. Sample Non-Delegation Clause

If the principal does not want delegation, the SPA may state:

“The authority granted herein is personal to my attorney-in-fact and may not be assigned, delegated, or transferred to any other person.”

This reduces the risk of unauthorized substitution.

XXXI. Transfer vs. Ratification

A transfer happens before or during the act, when the agent attempts to pass authority to another person.

Ratification happens after the act, when the principal approves what was done.

Example

Principal authorizes Agent A to sell a property. Agent A, without authority, lets Agent B sign the deed. The buyer later asks the principal to confirm.

If the principal signs a notarized ratification confirming Agent B’s act, the transaction may be cured, depending on the nature of the defect and requirements of law and the Register of Deeds.

However, relying on ratification is risky. Some agencies may still require new documents. Ratification should not be used as a substitute for proper authority when a new SPA can be executed.

XXXII. Transfer vs. Amendment of SPA

An SPA may be amended by the principal.

An amendment may:

Add a new attorney-in-fact;
Remove an old attorney-in-fact;
Allow substitution;
Expand powers;
Limit powers;
Extend validity;
Change transaction details;
Correct property descriptions;
Add bank account numbers;
Add authority to receive money;
Add authority to sign tax documents.

An amendment should follow the same formalities as the original SPA. If the original SPA was notarized, the amendment should also be notarized. If the original was executed abroad, the amendment may also need consular acknowledgment or apostille.

XXXIII. Transfer vs. Revocation and Reissuance

The cleanest approach is often:

Revoke the old SPA;
Execute a new SPA naming the new agent;
Notify concerned offices and third parties;
Retrieve or cancel copies of the old SPA;
Use the new SPA going forward.

This avoids confusion about whether a transfer was valid.

XXXIV. Does an SPA Expire?

An SPA may expire if:

It states an expiration date;
The transaction is completed;
The principal revokes it;
The agent withdraws;
The principal or agent dies;
The principal or agent becomes incapacitated, depending on circumstances;
The subject matter is lost or becomes impossible;
The agency is extinguished by law;
The purpose can no longer be accomplished.

Some SPAs state that they are valid only for a certain period, such as six months or one year. Some institutions impose their own freshness requirements, especially banks and government agencies.

If an SPA has expired, it cannot be transferred. A new SPA is needed.

XXXV. Can an SPA Be Irrevocable or Coupled With Interest?

Some agency arrangements are described as “irrevocable,” especially in real estate, financing, security, or business transactions.

An agency may be difficult to revoke when it is coupled with an interest or forms part of a contract protecting the agent or third party. However, this does not automatically make it transferable.

Even if an SPA is irrevocable, substitution still depends on the wording of the authority and the nature of the transaction.

A clause stating “irrevocable” should not be confused with a clause allowing “transfer” or “substitution.”

XXXVI. Requirements for SPA Used in Real Property Transactions

For sale, mortgage, or other acts involving real property, the SPA should be carefully prepared.

It should usually include:

Full name and details of principal;
Full name and details of attorney-in-fact;
Specific property description;
Title number;
Tax declaration number, if available;
Location;
Authority to negotiate and sign deed;
Authority to receive payment, if intended;
Authority to sign tax forms;
Authority to pay taxes and fees;
Authority to process title transfer;
Authority to represent before BIR, Register of Deeds, assessor, treasurer, and local government;
Authority to sign related documents;
Substitution clause, if intended;
Notarization, consular acknowledgment, or apostille as needed.

If the agent may appoint a substitute, the SPA should say so clearly.

XXXVII. Requirements for SPA Used in Bank Transactions

For bank transactions, the SPA should be specific.

It may need to include authority to:

Withdraw money;
Receive checks;
Deposit or encash checks;
Close accounts;
Request bank certificates;
Sign bank forms;
Update records;
Apply for or restructure loans;
Sign mortgage documents;
Receive loan proceeds;
Communicate with bank officers.

Banks may reject broad or vague SPAs. If substitution is needed, ask the bank first whether it will accept a substituted agent. Many banks prefer a new SPA directly naming the new representative.

XXXVIII. Requirements for SPA Used in Government Transactions

For government transactions, check the agency’s requirements. Some agencies have prescribed forms.

An SPA may need to state authority to:

File applications;
Sign forms;
Submit documents;
Receive documents;
Pay fees;
Claim certificates;
Follow up status;
Represent before the specific agency.

If a substitute is intended, the SPA should clearly authorize substitution, but the agency may still prefer a new SPA.

XXXIX. Overseas SPA and Substitution in the Philippines

If the principal executed the SPA abroad, the attorney-in-fact in the Philippines may want to substitute another person. This raises practical issues.

The receiving Philippine office may ask:

Does the foreign-executed SPA expressly allow substitution?
Was the original SPA consularized or apostilled?
Is the original SPA still valid?
Is the substitution notarized in the Philippines?
Is the substitute’s authority within the original authority?
Are IDs attached?
Does the agency accept substituted authority?

For important transactions, it may be faster and safer for the principal abroad to execute a new consularized or apostilled SPA naming the new attorney-in-fact.

XL. Can a Notary Public Notarize a Transferred SPA?

A notary public should examine whether the person signing has authority and whether the document appears proper. If the attorney-in-fact signs a substitution without a substitution clause in the original SPA, the document may be legally questionable.

Notarization does not cure lack of authority. A notarized document may still be invalid or ineffective if the person signing had no power to execute it.

A notarized unauthorized substitution may create a false sense of validity.

XLI. Can a Transferred SPA Be Accepted by the Register of Deeds?

For land transactions, the Register of Deeds generally examines whether documents are registrable on their face. If a deed is signed by a substitute agent, the Register of Deeds may require proof that the substitute had authority.

Documents may be questioned if:

Original SPA does not authorize substitution;
Substitution document is missing;
SPA lacks specific authority to sell;
Property is not properly described;
Principal’s identity is unclear;
SPA is expired;
SPA was revoked;
SPA was executed abroad but not properly authenticated;
Agent exceeded authority;
Documents are inconsistent.

A new SPA from the principal is often the safer route.

XLII. Can a Transferred SPA Be Accepted by a Buyer?

A buyer dealing with an attorney-in-fact should verify authority carefully. If the buyer accepts a deed signed by an unauthorized substitute, the buyer risks a future challenge.

A prudent buyer should ask for:

Original or certified true copy of the SPA;
Clear authority to sell;
Clear authority to receive payment, if payment will be made to agent;
Valid IDs;
Proof that SPA is still valid;
Proof of principal’s life and capacity, where appropriate;
Substitution clause, if dealing with a substitute;
Notarized substitution document;
Direct confirmation from principal, if possible;
Legal review before paying.

For real property, the buyer should be especially cautious.

XLIII. Can a Transferred SPA Be Accepted by a Developer or Condominium Office?

Developers and condominium property management offices may require strict compliance when an attorney-in-fact handles turnover, punch list, acceptance, title transfer, or leasing.

If the SPA names one person, the developer may refuse another person unless the SPA allows substitution or the principal issues a new SPA.

This is common in:

Condo turnover;
Signing acceptance forms;
Receiving keys;
Applying for move-in clearance;
Processing title transfer;
Selling or assigning rights;
Leasing the unit;
Collecting refunds;
Signing cancellation or settlement documents.

For major acts like accepting turnover or signing waivers, a new SPA naming the correct representative is strongly advisable.

XLIV. Can a Transferred SPA Be Used to Claim Money?

Claiming money is sensitive. The authority must be clear.

If an SPA authorizes Agent A to claim money, Agent A should not let Agent B claim it unless substitution is allowed.

Institutions may refuse payment to a substitute because of risk of double payment, fraud, or unauthorized receipt.

The SPA should clearly state authority to:

Claim the specific amount or benefit;
Receive cash, check, or proceeds;
Sign receipts and quitclaims;
Deposit or encash checks;
Acknowledge full payment;
Appoint a substitute, if intended.

Without clear authority, the payer may insist on paying only the principal or the named agent.

XLV. Can a Transferred SPA Be Used to Sign a Deed of Sale?

Only if the substitute has valid authority.

For a substitute to sign a deed of sale on behalf of the principal, there should be:

A valid SPA from the principal authorizing sale;
A clear clause allowing the original agent to appoint a substitute;
A valid substitution document;
Compliance with notarization and registration requirements;
No revocation, death, or incapacity terminating authority;
Authority covering the specific property and transaction.

If any of these is missing, the deed may be challenged.

XLVI. Can a Transferred SPA Be Used for Court Settlements?

Court settlements, compromise agreements, waivers, withdrawals, and admissions require clear authority. A substitute should not sign these unless expressly authorized.

Courts may require:

SPA specifically authorizing compromise or settlement;
Personal appearance;
Lawyer’s authority;
Board resolution for corporations;
Proof of identity;
Original or certified documents;
Specific wording.

A generic transferred SPA may not be enough.

XLVII. Corporate SPAs and Board Authority

If the principal is a corporation, authority is usually granted through a board resolution, secretary’s certificate, or corporate SPA.

A corporate representative cannot transfer authority unless allowed by the board or corporate documents.

For corporations, check:

Board resolution;
Secretary’s certificate;
By-laws;
Corporate SPA;
Authority to appoint substitutes;
Scope of signing authority;
Specific transaction approval.

If a corporate officer appoints a substitute without board authority, the act may be questioned.

XLVIII. Partnership, Association, and Cooperative SPAs

For partnerships, associations, and cooperatives, authority depends on governing documents, resolutions, and applicable law.

A representative should not transfer authority unless permitted by:

Partnership agreement;
Board or management resolution;
Cooperative resolution;
Association by-laws;
SPA wording;
Specific approval of authorized body.

Third parties should verify organizational authority before accepting substituted agents.

XLIX. Practical Checklist: Before Accepting a Transferred SPA

Before accepting a person claiming authority through a transferred SPA, check:

Who is the principal?
Who is the original attorney-in-fact?
Who is the substitute?
Does the original SPA expressly allow substitution?
What exact powers were granted?
Does the substitution exceed the original powers?
Is the original SPA notarized, consularized, or apostilled as required?
Is the substitution document notarized?
Is the SPA still valid?
Has the SPA expired?
Has the principal revoked the SPA?
Is the principal still alive and competent?
Does the transaction require specific authority?
Will the receiving office accept substituted authority?
Is a new SPA safer?

When in doubt, require a new SPA from the principal.

L. Practical Checklist: If You Are the Principal

If you are the principal and want authority to be transferable, state it clearly.

Consider:

Do you trust the agent to choose a substitute?
Should the substitute need your written approval?
Should you name alternate agents yourself?
Should the authority be joint or several?
Should the SPA have an expiration date?
Should the agent be allowed to receive money?
Should the agent be allowed to sign waivers or settlements?
Should the agent be allowed to sell below a minimum price?
Should the agent be required to account to you?
Should the agent be prohibited from self-dealing?
Should the SPA be limited to one transaction?

A carefully drafted SPA prevents disputes.

LI. Practical Checklist: If You Are the Attorney-in-Fact

If you are the agent and cannot act personally:

Read the SPA carefully.
Look for a substitution clause.
Check whether the act is ministerial or discretionary.
Ask the principal for written consent.
Prefer a new SPA from the principal.
Do not sign documents beyond your authority.
Do not let another person receive money unless authorized.
Inform third parties honestly.
Keep records of all actions.
Avoid conflicts of interest.
Return documents if the principal revokes the SPA.

Unauthorized delegation can create liability.

LII. Practical Checklist: If You Are a Third Party

If you are buying, paying, dealing with, or accepting documents from a substitute agent:

Ask for the original SPA.
Check the substitution clause.
Ask for the substitution document.
Verify IDs.
Contact the principal directly if possible.
Check if the SPA is recent.
Check if the principal is alive.
Confirm no revocation.
Require notarized documents.
Consult a lawyer for real estate or large payments.
Pay only as authorized.
Avoid relying on verbal explanations.

A transaction with an unauthorized agent can create serious problems.

LIII. Sample Clause Allowing Substitution With Restrictions

For greater protection, the SPA may provide:

“My attorney-in-fact may appoint a substitute attorney-in-fact only for ministerial acts, filing, follow-up, and processing of documents, but not for signing deeds of sale, receiving purchase price, entering into compromise, waiving rights, or executing documents of ownership unless I give separate written consent.”

This allows convenience while protecting important decisions.

LIV. Sample Clause Naming Two Agents

“I hereby appoint [Agent 1] and [Agent 2] as my attorneys-in-fact, who may act jointly and severally, to perform the acts specifically stated in this Special Power of Attorney.”

This avoids the need for transfer if one agent is unavailable.

LV. Sample Clause Naming Primary and Alternate Agents

“I appoint [Agent 1] as my primary attorney-in-fact. If [Agent 1] is unavailable, incapacitated, or unwilling to act, I appoint [Agent 2] as alternate attorney-in-fact. The alternate attorney-in-fact may act upon presentation of this SPA and a written declaration of unavailability of the primary attorney-in-fact.”

This is useful for OFWs and families with multiple possible representatives.

LVI. Sample Revocation Clause

“I reserve the right to revoke this Special Power of Attorney at any time by written notice to my attorney-in-fact and concerned third parties.”

A revocation clause reminds all parties that the principal controls the authority.

LVII. Sample Non-Transferability Clause

“The powers granted herein are personal to my attorney-in-fact and may not be transferred, assigned, delegated, or substituted without my prior written consent.”

This is useful when the principal wants to ensure that only the named person may act.

LVIII. Common Misconceptions

1. “An SPA can be used by any relative.”

Incorrect. Only the person named or properly authorized may use it.

2. “A notarized photocopy is enough for another person to act.”

Incorrect. Notarization does not transfer authority.

3. “The attorney-in-fact can sign anything for the principal.”

Incorrect. The agent can only do what the SPA authorizes.

4. “If the agent is busy, the agent can send anyone.”

Only for minor ministerial tasks if accepted. Major acts require authority.

5. “A substitute is always allowed.”

No. Substitution must be authorized by the principal.

6. “A new SPA is unnecessary if the old agent agrees.”

The agent’s agreement is not enough. The principal’s authority is needed.

7. “The SPA remains valid after the principal dies.”

Generally, no. Agency usually ends upon the principal’s death.

8. “An irrevocable SPA can be transferred.”

Not necessarily. Irrevocability and transferability are different concepts.

9. “A bank will accept any representative with the original SPA.”

Banks usually transact only with the named representative unless requirements are met.

10. “A broad SPA includes power to appoint substitutes.”

Not always. Substitution should be clearly stated.

LIX. Risks of Allowing Transfer of an SPA

A principal who allows substitution should understand the risks.

Potential risks include:

Unauthorized sale;
Misuse of money;
Signing of unfavorable terms;
Fraud by substitute;
Loss of documents;
Delay;
Disputes with banks or agencies;
Difficulty proving accountability;
Transaction rejection;
Litigation;
Conflicting representatives.

To reduce risk, the principal may:

Name the substitute personally;
Limit substitute powers;
Require written approval;
Prohibit receipt of money;
Require accounting;
Set expiration date;
Require minimum sale price;
Require direct payment to principal;
Require regular updates;
Revoke authority when no longer needed.

LX. Drafting Tips for a Transferable SPA

If the principal wants the SPA to be transferable or delegable, the document should be drafted with care.

Include:

Clear authority to substitute State whether the attorney-in-fact may appoint another person.
Scope of substitute’s powers State whether the substitute has all powers or only limited powers.
Limits on important acts Limit sale, mortgage, compromise, waiver, receipt of money, or title transfer if needed.
Accountability clause Require the original agent and substitute to account for acts and funds.
Expiration date Avoid open-ended authority.
Specific transaction details Identify property, account, agency, or case.
Formality requirements Require notarization of the substitution.
Notice to principal Require the agent to inform the principal of the substitute’s identity.
Revocation mechanism Allow principal to revoke both original and substituted authority.
No self-dealing clause Prevent the agent or substitute from buying the property or benefiting personally unless expressly allowed.

LXI. What Is the Best Legal Approach?

The best approach depends on the situation.

If the SPA Does Not Allow Substitution

Execute a new SPA naming the new person.

If the Principal Is Available

Have the principal sign a new SPA or amendment.

If the Principal Is Abroad

Use a consularized or apostilled new SPA.

If the Transaction Is Real Estate or Banking

Use a new SPA whenever possible.

If the Task Is Minor

A simple authorization letter may be enough, but check with the receiving office.

If the Agent Already Delegated Without Authority

Consider ratification, corrective SPA, or legal advice.

If There Is Conflict or Suspicion

Revoke the SPA, notify third parties, and seek legal assistance.

LXII. Frequently Asked Questions

1. Can an SPA be transferred to another person?

Generally, no. An SPA cannot be transferred unless the principal authorizes substitution or executes a new SPA.

2. Can my attorney-in-fact appoint another representative?

Only if the SPA allows it or if you later give written consent.

3. Can I just write an authorization letter allowing another person to use the SPA?

For minor tasks, some offices may accept it. For major acts requiring an SPA, a new SPA or formal amendment is safer.

4. Can a relative use my SPA if the named agent is unavailable?

No, not automatically. The relative must also be authorized.

5. Can a substitute attorney-in-fact sell land?

Only if the original SPA allows substitution and the substitute is properly appointed, or if the principal directly authorizes the substitute.

6. Can an SPA be transferred after notarization?

Not by notarization alone. The principal must authorize transfer or substitution.

7. Can the original attorney-in-fact sign a new SPA for the principal?

Only if the original SPA authorizes the agent to appoint a substitute or execute such delegation.

8. Is a new SPA better than substitution?

Usually, yes. A new SPA directly from the principal is clearer and more widely accepted.

9. Does an SPA continue after the principal dies?

Generally, no. Agency is usually extinguished by the principal’s death.

10. Does an SPA continue after the agent dies?

No. The authority does not pass to the agent’s heirs.

11. Can an SPA name two or more agents?

Yes. The SPA may authorize multiple agents to act jointly, severally, or successively.

12. Can I name an alternate agent in the SPA?

Yes. This is often a good way to avoid transfer issues.

13. Can an SPA be irrevocable and transferable?

It can be irrevocable in certain cases and transferable only if the document or principal allows transfer or substitution. These are separate concepts.

14. Will banks accept a substituted SPA?

Some may, but many banks prefer a new SPA directly naming the representative. Always check with the bank.

15. Will the Register of Deeds accept a deed signed by a substitute agent?

Only if the substitute’s authority is clear and properly documented. A new SPA is often safer.

LXIII. Practical Examples

Example 1: SPA Without Substitution Clause

A mother abroad authorizes her son to sell land in Bulacan. The son becomes unavailable and asks his wife to sign the deed instead.

Unless the SPA allows substitution or the mother signs a new SPA, the wife cannot validly act as attorney-in-fact.

Example 2: SPA With Substitution Clause

A principal authorizes her sister to process a condominium sale and expressly allows her to appoint a substitute. The sister executes a notarized substitution appointing their brother.

The brother may act if the substitution is within the original powers and accepted by the developer, buyer, notary, and registries.

Example 3: Bank Withdrawal

A principal authorizes her daughter to withdraw funds. The daughter gives the SPA to her husband and asks him to withdraw.

The bank will likely refuse because the husband is not the named attorney-in-fact and the SPA does not authorize substitution.

Example 4: Ministerial Filing

An attorney-in-fact is authorized to process a title transfer. He asks a liaison officer to submit photocopies and pay filing fees.

This may be acceptable if the liaison officer does not sign documents or exercise discretion, and if the office accepts messenger filing.

Example 5: Principal Issues New SPA

An OFW first authorizes a cousin to process a property sale. Later, the cousin becomes unavailable. The OFW signs a new apostilled SPA naming her sister.

The sister may act under the new SPA. This is cleaner than trying to transfer the old one.

LXIV. Key Legal Takeaways

An SPA is generally personal to the named attorney-in-fact.
The agent cannot transfer, assign, or delegate authority unless allowed.
Substitution must be clearly authorized by the principal.
A new SPA is usually safer than a transferred SPA.
Real estate, banking, court, and government transactions require strict authority.
Notarization does not cure lack of authority.
The principal may revoke the SPA and appoint a new agent.
Authority generally ends upon death of the principal or agent.
Third parties should verify authority before accepting a substitute.
Clear drafting prevents disputes.

Conclusion

In the Philippines, a Special Power of Attorney generally cannot be transferred by the attorney-in-fact to another person unless the principal has clearly authorized substitution, delegation, or transfer. The authority under an SPA is based on personal trust and consent. The agent is not the owner of the power and cannot freely pass it to someone else.

If the principal wants another person to act, the best solution is usually to execute a new SPA naming the new attorney-in-fact. If flexibility is needed, the original SPA should include a clear substitution or alternate-agent clause. For important transactions involving real estate, banks, courts, money claims, or government agencies, direct and specific authority is essential.

A transferred or substituted SPA may be accepted only when the authority is clear, properly documented, and within the powers granted by the principal. Without that authority, the substitute’s acts may be rejected, challenged, or treated as unauthorized. Proper drafting, careful verification, and written consent from the principal are the safest ways to avoid legal problems.