Proper Title Transfer in the Philippines

Changing the buyer’s name in a Deed of Sale is one of the most misunderstood parts of real estate transactions in the Philippines. Sellers, buyers, and even some brokers often assume that if they “made a mistake,” they can simply prepare a new Deed of Absolute Sale with a different buyer’s name and proceed as if nothing happened.

In most cases, you cannot simply “change the buyer” by issuing a new deed—at least not without doing it in a legally proper, documented way that respects property and tax laws. This article explains, in Philippine context, what can and cannot be done when it comes to changing the buyer’s name, and how proper title transfer really works.

I. Key Concepts: Deed of Sale, Title, and Registration

1. What is a Deed of Absolute Sale?

A Deed of Absolute Sale (DOAS) is the main contract where:

The seller (vendor) transfers ownership of a property
To the buyer (vendee)
For a stated price (consideration)

Once notarized, the Deed of Sale becomes a public document and the usual basis for:

Payment of Capital Gains Tax (CGT) or Creditable Withholding Tax (CWT)
Payment of Documentary Stamp Tax (DST)
Issuance of a Certificate Authorizing Registration (CAR) by the BIR
Transfer of the title at the Registry of Deeds (ROD)
Updating records at the Assessor’s Office and Treasurer’s Office

The name of the buyer as written in the Deed of Sale will appear on the new Transfer Certificate of Title (TCT) or Condominium Certificate of Title (CCT).

2. The General Rule: You Cannot Casually Alter a Notarized Deed

Once the Deed of Sale is:

Signed by the parties, and
Duly notarized,

it is not something you can just edit, erase, or replace at will. It is a public document that carries evidentiary weight and is meant to reflect the actual agreement between the parties at that time.

Any “correction” or “replacement” must:

Be done through another proper legal document, and
Respect tax and registration rules.

II. What Does “Changing the Buyer’s Name” Really Mean?

“Changing the buyer’s name” can mean very different things in practice. The proper legal remedy depends on which situation fits.

Scenario A: Minor Typographical Error in the Buyer’s Name

Examples:

“Juan C. Dela Cruz” vs “Juan C. Dela Krus”
Missing middle name
Mistyped suffix (Jr., III, etc.)

This is usually treated as a clerical or typographical error, especially if it’s clear that the buyer is the same person (based on IDs, TIN, etc.).

Typical remedy:

Execution of a Deed of Correction / Deed of Rectification (or similarly titled document), where:
- The seller and buyer (often both) appear again before a notary public.
- They explain the error and state the correct name.
- They confirm that it does not change the substance of the sale, only corrects a clerical defect.

This Deed of Correction can then be:

Presented to the BIR, Registry of Deeds, and other offices together with the original Deed of Sale; and
Used to ensure the title and tax records reflect the correct spelling.

Key point: This is allowed because it does not change the identity of the buyer, only clarifies or corrects how the name was written.

Scenario B: Buyer Wants to Use a Different Form of Their Name

Examples:

From maiden name to married name (or vice versa)
From nickname to full legal name
Difference in order of name and surname

If the person is clearly the same individual, this is again usually handled as a correction or clarification, provided there is enough proof:

Valid government IDs
Marriage certificate (if using married name)
Affidavits explaining that the two names refer to the same person

Again, the solution is often:

A Deed of Correction, and/or
Affidavits of One and the Same Person

Scenario C: Changing the Buyer to a Completely Different Person or Entity

Examples:

Original buyer is “Juan Dela Cruz” but now they want the buyer to be “Maria Santos”
Original buyer is an individual, but they want the title to be under their corporation instead
Original buyer wants to “transfer” the property to a relative before title transfer is completed

This is no longer a mere name correction. This is a change in who the buyer/owner actually is.

In such cases, you cannot just issue a new Deed of Sale and pretend the first one did not exist. That would raise serious legal and tax issues, including:

Possible falsification or misrepresentation, especially if the first deed has already been notarized and maybe even submitted to BIR or ROD.
Potential tax evasion or underpayment of taxes if the true flow of the transaction is concealed.
Risk of disputes later if the original buyer claims rights based on the first deed.

Instead, the proper approach depends on whether:

The first sale was already registered (the title already transferred), or
The first sale is still unregistered (title still in seller’s name).

III. If the First Sale Is NOT Yet Registered

Assume:

The Deed of Sale between Seller A and Buyer B has been signed and notarized.
The title is still in the name of Seller A at the Registry of Deeds.
Now, Buyer B wants the property to be under a different buyer (Buyer C, or a corporation, etc.).

There are several possible legal structures, each with their own tax implications:

Option 1: Deed of Assignment / Transfer of Rights from Buyer B to Buyer C

The original Deed of Sale (Seller A → Buyer B) remains valid.
Buyer B executes a Deed of Assignment or Deed of Sale of Rights in favor of Buyer C.

This approach is common in:

Pre-selling projects, where unit buyers assign their rights to another buyer before full payment or turn-over.
Situations where Buyer B wishes to “pass” the property to Buyer C even before registration.

Implications:

Buyer B has become an owner (or at least has vested rights) under the first deed.
The second deed (assignment) is a separate taxable transfer (depending on structure, it may trigger income tax / CGT, DST, etc.).
Ultimately, the buyer whose name appears on the latest valid transfer and who is recognized by the BIR/ROD, will end up on the new TCT/CCT.

Option 2: Seller Cancels the First Sale and Sells Directly to Buyer C

Possible if:

Seller A and Buyer B mutually agree to rescind/terminate the original sale (and document that properly); and
Seller A then executes a new Deed of Sale directly in favor of Buyer C.

However, this isn’t just “changing the name”:

The first transaction must be properly handled—often via a Deed of Cancellation / Rescission of Sale.
Parties must consider whether any taxes already paid (CGT, DST, etc.) need to be addressed with the BIR.
The new sale (A → C) will have its own tax consequences.

Important: Backdating or pretending the first deed never existed can lead to serious issues if the document has already been entered in notarial registers, submitted to BIR, or used in any official transaction.

IV. If the First Sale IS Already Registered and Title Is in Buyer’s Name

Assume:

Seller A sold to Buyer B by notarized Deed of Sale.
BIR issued a CAR.
Registry of Deeds issued a new TCT/CCT naming Buyer B.
Now, Buyer B wants the property to be under Buyer C instead.

At this point, ownership has already legally moved from A to B. To put Buyer C on the title, the proper path is typically:

1. A New Transfer from Buyer B to Buyer C

Buyer B executes a new Deed of Absolute Sale (or Deed of Donation, etc.) in favor of Buyer C.
BIR taxes are computed on this second transfer.
Title is transferred from B to C following proper procedures.

This is a normal, second transfer of ownership; it is not simply “fixing a name.”

2. Judicial Reformation of Instrument (Exceptional)

In rare and complex situations where the original Deed of Sale does not reflect the real agreement (e.g., due to mistake, fraud, or accident), parties may file a civil action for reformation of instrument so that the contract and consequently the title correctly reflect their true intention.

This is a court process:

It’s not a simple administrative correction.
Used where the parties truly intended a different buyer but the document failed to reflect that, and strong evidence exists.

V. How the Title Transfer Process Works (Philippine Setting)

To understand where the buyer’s name matters, consider the typical flow when transferring title for a sale of real property:

Execution and notarization of Deed of Absolute Sale
BIR:
- Submission of documents for Capital Gains Tax (or CWT) and Documentary Stamp Tax.
- Issuance of Certificate Authorizing Registration (CAR) indicating the parties and property.
Local Treasurer’s Office / LGU:
- Payment of Transfer Tax.
Registry of Deeds (ROD):
- Submission of:
  - Owner’s duplicate title
  - Deed of Sale
  - CAR from BIR
  - Tax clearances and Transfer Tax receipt
- Cancellation of the old title and issuance of a new TCT/CCT in the buyer’s name.
Assessor’s Office:
- Updating the tax declaration records to the new owner’s name.

The buyer’s name appears in:

Deed of Sale
BIR CAR
New TCT/CCT
Tax Declaration

Any change in the buyer’s identity must be properly reflected and consistent in all these documents; otherwise, issues will arise at BIR, ROD, and local offices.

VI. Tax Considerations When Changing the Buyer

Changing the buyer from B to C is almost never “free,” because tax law cares about:

Who acquired the property
For how much, and
When

1. Capital Gains Tax (CGT) or CWT

In a sale of capital property by an individual, CGT (currently 6% of the higher of zonal value, fair market value, or selling price) may apply.
For certain corporate sellers, CWT and regular income tax may apply instead.

If a second sale or assignment happens (B → C):

That second transaction may trigger its own set of taxes, separate from the first sale (A → B).

2. Documentary Stamp Tax (DST)

DST applies to:

Deeds of Sale
Assignments of rights If you execute a second deed (assignment, new sale), additional DST may be due.

3. Transfer Tax and Fees

Each transfer registered at the LGU and ROD usually involves transfer tax and registration fees. A second transfer (B → C) can mean another round of such payments.

4. BIR CAR Issues

The CAR issued by BIR is specific to particular parties (seller and buyer) and property. Changing the buyer may mean:

Applying for a new CAR reflecting the new parties, and
Justifying why there is a change and whether additional taxes are due.

VII. Common Real-World Questions

1. “We already signed and notarized the Deed of Sale, but we want the buyer to be my corporation instead of me. Can we just change the name?”

Generally, no. You have two mainstream options:

Have the original buyer assign or sell their rights/ownership to the corporation (properly documented and taxed), or
Cancel the first sale (if still feasible and not yet fully processed) and execute a new Deed of Sale directly to the corporation, with proper handling of any taxes already paid.

2. “The Deed of Sale has my maiden name, but I want my married name on the title. Is that a problem?”

This is commonly solved by:

Providing IDs and Marriage Certificate, and
Executing a Deed of Correction or Affidavit of One and the Same Person.

If the offices (BIR, ROD, LGU) are satisfied that the names refer to the same person, they usually allow the change without treating it as a separate transfer.

3. “There was a spelling mistake in my name. The title is about to be transferred. What now?”

Before registration:

Execute a Deed of Correction / Rectification.
Submit it together with the deed and tax documents to the ROD and BIR.

If the title has already been issued with the wrong spelling:

You may need to file for administrative correction at the ROD (if allowed) or, in some cases, pursue a judicial correction depending on the nature of the error and the regulations of the local ROD.

4. “The buyer on the Deed of Sale is X, but the payment actually came from Y. Can we put Y’s name on the title instead?”

No, not just by wish or private agreement. The Registry of Deeds will follow who the buyer is in the Deed of Sale and CAR. To put Y on the title:

Either the seller sells to Y directly in a properly executed sale, or
X transfers the property to Y via a subsequent transaction.

Private side agreements alone are risky and may not be enforceable against third parties.

VIII. Best Practices to Avoid Problems

Decide the correct buyer early.
- If a corporation, make sure the corporation already exists, and prepare board resolutions/secretary’s certificate authorizing the purchase.
Check spelling and exact legal names before notarization.
- Use government-issued IDs and TIN as reference.
- Verify civil status and spouse’s name (especially for conjugal property rules).
Align all documents.
- Name on Deed of Sale, IDs, TIN records, and BIR forms should match as much as possible.
- If there are known variants, prepare Affidavits of One and the Same Person.
Avoid “shortcut” solutions.
- Do not backdate deeds.
- Do not simply discard a notarized deed to replace it with a new one without properly documenting the cancellation or subsequent transfers.
- Do not under-declare prices or parties to save on taxes; the risk far outweighs any perceived savings.
Coordinate with the Registry of Deeds and BIR.
- Complex cases (multiple transfers, corporate buyers, estate situations) should be cleared with BIR examiners and ROD personnel, usually through a lawyer or experienced document processor.

IX. Quick Guide: What to Do If You “Need to Change the Buyer’s Name”

Step 1: Identify the real issue.

Is it a simple spelling/civil status issue? → Likely solved by a Deed of Correction / Affidavit.
Is it a switch to a different person or entity? → Requires a new transfer or assignment of rights, not just a corrected name.

Step 2: Check where you are in the process.

Not yet submitted to BIR? → More flexibility, but still must document cancellations/changes properly.
CAR already issued, or title already transferred? → A second transfer is usually required (B → C), with its own taxes.

Step 3: Plan the proper documentation.

For minor errors: Deed of Correction, affidavits, updated IDs.
For change of person/entity:
- Deed of Assignment / Transfer of Rights, or
- Deed of Rescission + new Deed of Sale, or
- New Deed of Sale from current titled owner to new buyer.

Step 4: Compute taxes and fees.

Confirm with BIR what taxes apply to each transaction.
Prepare for additional DST, CGT/CWT, transfer taxes, and registration fees if there is a second transfer.

X. Conclusion

In Philippine property transactions, you cannot treat the buyer’s name in a notarized Deed of Sale as something you can freely change at will. The law distinguishes sharply between:

Minor, clerical corrections (spelling, name format, small inconsistencies), which can often be fixed through a Deed of Correction and affidavits; and
Substantive changes in who the buyer actually is, which in law require new or additional transactions, complete with proper documentation and taxes.

The safest rule of thumb:

You may correct the way a buyer’s name is written—but you may not “change the buyer” without a proper legally documented transfer.

For specific situations—especially involving large values, corporate entities, or multiple transfers—consulting a Philippine real estate or tax lawyer and coordinating with the local Registry of Deeds and BIR office is strongly advisable.