EXECUTING A SPECIAL POWER OF ATTORNEY IN THE PHILIPPINES

Legal requirements, best-practice drafting tips, and practical compliance checkpoints (updated to July 2025)

1. What a Special Power of Attorney (SPA) Is—and Why It Matters

Concept	Key Points
Definition	A Special Power of Attorney is a written authority by which one person (the principal) designates another (the attorney-in-fact/agent) to perform one or more specific acts in the principal’s name.
Governing law	• Civil Code of the Philippines, Arts. 1878 – 1921 (Agency) • 2004 Rules on Notarial Practice (as amended 2019) • Relevant sectoral rules (e.g., Land Registration, BIR, SEC, banking regulations).
Why it must be “special”	Under Art. 1878, certain acts—sale of real property, mortgage, litigation, creation of partnership, compromise, etc.—require a special power “for that very purpose.” Without it, the act is void or unenforceable as to the principal.

2. Substantive Requirements (What must be true for the SPA to be valid)

Capacity of the Principal and Agent
- Principal ≥ 18 yrs., of sound mind (Civil Code Arts. 1327, 1919).
- Agent must likewise be capacitated to act; incapacity of either nullifies agency.
Consent
- Must be freely given; vitiated consent (fraud, intimidation, undue influence) renders SPA voidable.
Object & Purpose
- Must be lawful, possible, and determinate (e.g., “Sell my condominium unit in Makati, TCT No. 123456”).
Cause/Consideration
- Usually gratuitous but may be for compensation; if so, state fee structure to avoid later dispute.

3. Formal Requirements (Form & execution)

Requirement	Why / Legal Basis	Practical Tips
Written Instrument	Art. 1878	Use clear, unambiguous language; enumerate powers in numbered paragraphs.
Notarial Acknowledgment	2004 Notarial Rules § 1	• Sign before a Philippine notary public. • Present competent evidence of identity (at least one govt-issued ID with photo & signature).
For Principals Abroad	Civil Code Art. 1919, DFA Circulars on Apostille (since 14 May 2019)	1. Sign before Philippine Consulate or local notary + apostille (for Hague Convention states) / consular authentication (non-Hague). 2. Some agencies (e.g., BIR, banks) still insist on consularization—verify current internal checklist.
Special Power Not Simply “General”	Art. 1878	The exact act must be spelled out. Phrases like “to do everything necessary” are insufficient for Art. 1878 transactions.
Documentary Stamp Tax (DST)	Sec. 195, NIRC	₱30 fixed DST on each SPA, paid via BIR Form 2000OT; affix stamps or proof of eDST.
Registry of Deeds Annotation (real property)	PD 1529, § 53	For sale/mortgage/lease > 1 yr., present duly notarized SPA + original TCT/CCT so the clerk can annotate.
SEC Filing (if principal is a corporation)	RCC § 35	Attach notarized board resolution & secretary’s certificate; ensure consistency in authority chain.

4. Mandatory Contents of a Philippine SPA

Title – “Special Power of Attorney” or “SPA”
Parties’ complete names, nationalities, civil status, addresses
Recitals/Whereas Clauses – brief factual background (helpful but not compulsory).
Grant of Authority – numbered, specific powers; each should begin “To…”
Effectivity & Term – e.g., “valid for one (1) year from execution unless earlier revoked.”
Ratification Clause – commitment to ratify acts lawfully done.
Revocation & Substitution Clauses – optional but recommended.
Signature Block – principal signs above printed name.
Attorney-in-Fact Acceptance – not legally required but many agencies/banks demand a countersignature.
Acknowledgment Page – standard notarial form (Rule II, 2004 Notarial Rules).
ID Details – list of IDs presented (type, number, date/place of issuance).

5. Execution Outside the Philippines—Detailed Pathways

Scenario	Steps & Documents
Country is a Hague Apostille Party	1. Execute SPA before local notary. 2. Have notary’s authority apostilled by competent authority. 3. Courier to PH; present to agency/court/registry with apostille attached.
Non-Hague Country	1. Notarize locally. 2. Consularize at nearest PH Embassy/Consulate (red ribbon now replaced by gold seal).
Remote / e-Notarization	As of 2025, the Supreme Court’s Interim e-Notarization Guidelines (A.M. No. 22-06-09-SC) allow limited remote notarization within Philippine territory; still NOT accepted for overseas execution—use apostille/consular route.

6. Special Acts That Require an SPA Under Art. 1878

Sale/exchange/partition of real property.
Donation (except of small, personal gifts).
Loan or monetary transactions on principal’s account.
Mortgage or other encumbrance.
Lease for > 1 year.
Waiver, compromise, or confession of judgment.
Creation of partnership.
Acceptance/repudiation of inheritance.
Execution of marriage settlements.
Representation in litigation (requires special authority for each big step: filing, settlement, appeal, confession of judgment, etc.).

Judicial posture: Courts strictly construe authority; an SPA to “manage property” does not include power of sale. (See Spouses Abainza v. Alano, G.R. 195166, 10 April 2019).

7. Revocation, Expiration & Termination

Mode	Effectivity	Notice Requirements
Express Revocation	Immediately upon notice to agent (§ 1920)	To bind third persons, record in Registry of Deeds (real property) or publish/serve notice.
By Expiration of Period	On date stated; no notice necessary	Put clear expiry in SPA to avoid perpetual authority.
By Accomplishment of Purpose	Automatically terminates once act completed	Good practice: demand return of original SPA.
By Death, Civil Interdiction, Insolvency of Principal or Agent	From date of death/event	Exception: Art. 1930—agency coupled with interest survives.

8. Practical Compliance Checklist (One-Page)

□ Use specific verbs (sell, mortgage, file lawsuit).
□ Attach photocopies of valid IDs (both sides).
□ Sign each page; thumb-mark if signature irregular.
□ Notary sees principal sign OR principal personally acknowledges prior signature.
□ Pay ₱30 DST; staple eDST receipt.
□ For property transactions: annotate SPA on title file.
□ For OFWs: verify host country apostille membership at HCCH website before choosing apostille vs. consularization.
□ Courier originals—scanned copies rarely accepted for real property and litigation.
□ Keep a duplicate original in secure file; digital scan for reference.
□ Calendar expiry and plan revocation if needed.

9. Model Form (Skeleton)

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS: I, JUAN D. DELA CRUZ, Filipino, single, of legal age, … do hereby APPOINT … To—

Sell my condominium unit located at … covered by CCT No.… for a price not less than ₱ …;

Receive the purchase price, issue receipts, sign the Deed of Sale;

Pay all taxes and fees, sign BIR forms, secure CAR; … IN WITNESS WHEREOF, I have hereunto set my hand…

(signature) Principal

ACKNOWLEDGMENT [standard Philippine notarial jurat]

(Add Agent’s Acceptance block if desired.)

10. Common Agency Pitfalls & How to Avoid Them

Pitfall	Consequence	Preventive Action
Using a general instead of special wording	Sale/mortgage void as to principal	Enumerate the exact transactions.
Unsigned or undated SPA	Invalid—notary cannot acknowledge	Double-check signing ceremony.
Expired ID presented to notary	Notary must refuse	Bring two current IDs.
Overseas SPA without apostille/consular seal	Rejected by RD, BIR, banks	Confirm host-country compliance before signing.
Agent acts beyond scope (e.g., sells at lower price)	Sale voidable; agent liable for damages	Insert minimum price / clear parameters.
Silent on substitution	Agent re-delegates without consent	Include clause prohibiting substitution unless written approval.

11. Sector-Specific Variations

Land Registration Authority (LRA) – Deeds executed via SPA must attach the original or a certified true copy; SPA older than one year must carry a Secretary’s Certificate or Affidavit of Non-Revocation.
Banks – Many require separate “Account Opening SPA” forms even if you have a notarized SPA.
BIR – For property transfers, SPA must mention authority to secure Certificate Authorizing Registration (CAR); attach taxpayer IDs of both parties.
SEC/DTI – For corporate principals, board resolution + SPA both notarized; upload to SEC Electronic Filing (eFAST).

12. Recent Developments (2023 – 2025)

e-Notarization Pilot (A.M. No. 22-06-09-SC, 19 Oct 2023): Remote notarization allowed inside PH but agencies remain cautious; verify acceptance before relying.
Anti-Financial Crime Guidelines (BSP Circular 1171-2024): Banks must authenticate SPAs for high-value fund transfers through callback to principal.
Revised LRA Memorandum 2024-02: SPAs older than two years now presumed revoked unless accompanied by Affidavit of Validity.

13. Checklist for the Receiving Officer (Verifier’s Perspective)

Is the SPA original?
Properly notarized with notary seal & QR code (post-2019 requirement)?
Names match IDs and supporting deeds?
Authority specific enough for the transaction?
If executed abroad: apostille/consular seal present?
DST paid?
Within validity period, or Affidavit of Non-Revocation attached?
Any erasures/alterations countersigned?

14. Conclusion

A Philippine Special Power of Attorney is deceptively simple—often just two pages—yet fatal defects arise when drafters treat it as a routine form. The Civil Code’s demand for specificity, the Notarial Rules’ emphasis on identity verification, and a patchwork of agency-specific checklists mean that meticulous drafting and execution are non-negotiable. Use the substantive and formal guides above, observe the latest sectoral issuances, and you’ll avoid the classic “SPA rejected—redo and re-notarize” nightmare that stalls countless property sales, loan releases, and court settlements each year.