I. Introduction

A deed of sale for untitled land is one of the most delicate conveyancing documents in Philippine real estate practice. Unlike registered land covered by a Transfer Certificate of Title or Original Certificate of Title, untitled land does not enjoy the same certainty, indefeasibility, and public notice that come with registration under the Torrens system. Because of this, drafting a deed of sale involving untitled land requires more than simply identifying the parties, stating the purchase price, and describing the property.

The drafter must understand the nature of the seller’s rights, the evidentiary documents supporting possession or ownership, the limitations on transferring unregistered land, the tax and registration consequences, and the risks that the buyer assumes. In the Philippine context, the deed should be drafted with particular care because many untitled properties are supported only by tax declarations, possession, affidavits, old instruments, inheritance documents, surveys, or informal conveyances.

A deed of sale over untitled land does not magically create a Torrens title. It transfers whatever rights, interests, claims, possession, or ownership the seller validly has over the land. The strength of the buyer’s acquisition depends largely on the strength of the seller’s right.

II. What Is Untitled Land?

Untitled land refers to land not covered by a Torrens certificate of title. It may include:

Private land not yet registered under the Torrens system;
Agricultural land occupied and possessed by private persons but not yet titled;
Inherited land with no certificate of title;
Land covered only by a tax declaration;
Land with old Spanish documents, possessory information, or other historical papers;
Public agricultural land under possession but not yet patented or titled;
Land subject to pending land registration, free patent, homestead patent, or other titling proceedings.

The first major question in drafting is whether the land is truly private land capable of sale, or whether it is still public land. In the Philippines, lands of the public domain generally belong to the State unless validly classified, alienated, and disposed of. A person cannot sell ownership over public land unless that person has already acquired a transferable right recognized by law.

III. Can Untitled Land Be Sold?

Yes, but with qualifications.

A person may sell untitled land if the seller has a valid transferable right over it. This may be ownership, possessory rights, hereditary rights, improvements, or rights arising from long, continuous, open, public, adverse, and peaceful possession in the concept of owner.

However, the deed must be careful in describing what is being sold. If the seller has no Torrens title, the document should not falsely state that the seller is the registered owner. It should instead state that the seller is the lawful possessor, claimant, declared owner for tax purposes, heir, co-owner, or beneficial owner, depending on the facts.

The safest drafting approach is to identify the nature and source of the seller’s right. For example:

“The Vendor is the declared owner and actual possessor of a parcel of untitled land covered by Tax Declaration No. ___, having acquired the same by virtue of a Deed of Extrajudicial Settlement dated ___ and by open, continuous, exclusive, and peaceful possession thereof.”

The deed should not overstate the seller’s title. In untitled land transactions, precision protects both parties.

IV. Distinguishing Sale of Ownership from Sale of Rights

A deed of sale over untitled land may take several forms depending on the right being conveyed.

1. Deed of Absolute Sale of Untitled Land

This is used when the seller claims ownership over private untitled land and intends to sell the land itself, including possession, improvements, and all rights connected with it.

2. Deed of Sale of Rights, Interest, and Participation

This is often safer when the seller does not have a Torrens title and the legal status of the land is uncertain. The seller conveys whatever rights, interests, claims, participation, possession, and improvements the seller has.

This form is common when the land is still untitled, under tax declaration, inherited but not yet titled, or subject to future titling.

3. Deed of Transfer of Possessory Rights

This is used when the seller does not claim full ownership but only possession, occupation, cultivation, or improvements.

4. Deed of Assignment of Rights

This may be used when the seller is transferring rights under a pending application, award, agreement, inheritance claim, or administrative proceeding, subject to legal restrictions.

5. Extrajudicial Settlement with Sale

If the seller acquired the property by inheritance and the estate has not yet been settled, heirs may execute an extrajudicial settlement with sale, provided legal requirements are complied with.

V. Preliminary Due Diligence Before Drafting

A lawyer or drafter should not prepare a deed based only on the parties’ verbal statements. Untitled land requires extensive document review and factual verification.

A. Documents to Request from the Seller

The buyer should ask for the following, as applicable:

Latest tax declaration;
Previous tax declarations;
Real property tax receipts;
Approved survey plan or sketch plan;
Lot plan, cadastral map, or technical description;
Barangay certification of possession;
Affidavit of ownership or possession;
Deeds of prior sale;
Deed of donation, partition, or extrajudicial settlement;
Death certificates of prior owners, if inherited;
Birth certificates or marriage certificates proving heirship;
Special power of attorney, if represented by an agent;
Court orders, if the property came from judicial settlement;
DENR or CENRO/PENRO records, if public land issues are involved;
Certification that the land is alienable and disposable, if relevant;
Zoning certification;
Barangay clearance;
Certification from the assessor’s office;
Certification from the treasurer’s office on tax payments;
Affidavits from adjoining owners or long-time residents.

B. Verification with Government Offices

For untitled land, it is prudent to check with:

Assessor’s Office – to confirm tax declaration records;
Treasurer’s Office – to verify real property tax payments;
Registry of Deeds – to check whether the property is titled or affected by registered instruments;
DENR/CENRO/PENRO – to determine land classification and public land status;
LGU Zoning Office – to verify land use restrictions;
Barangay Office – to verify possession, boundary disputes, and local claims;
DAR – if agricultural land or agrarian reform issues may exist;
NCIP – if ancestral domain or indigenous peoples’ claims may be involved;
HLURB/DHSUD or local planning office – if subdivision, development, or conversion issues exist.

C. Physical Inspection

The buyer should inspect the property personally or through a representative. The inspection should confirm:

Actual occupants;
Boundaries;
Improvements;
Access roads;
Encroachments;
Tenants or informal settlers;
Agricultural occupants;
Adjoining owners;
Existing disputes;
Whether the land described in the tax declaration matches the land being sold.

In untitled land, possession is often as important as documents.

VI. Importance of Tax Declaration

A tax declaration is not a Torrens title. It is not conclusive proof of ownership. It is evidence that a person has declared the property for taxation purposes and may support a claim of possession or ownership when taken together with other evidence.

A deed should therefore avoid language such as:

“The Vendor is the registered owner of the property covered by Tax Declaration No. ___.”

A better formulation is:

“The Vendor is the declared owner for taxation purposes and actual possessor of the property covered by Tax Declaration No. ___.”

Tax declarations are useful, but they do not by themselves prove indefeasible ownership.

VII. Essential Parts of a Deed of Sale for Untitled Land

A properly drafted deed should contain the following parts:

Title of the document;
Date and place of execution;
Identification of the parties;
Civil status and citizenship of parties;
Capacity of parties;
Recitals explaining the seller’s basis of ownership or possession;
Property description;
Nature of rights being sold;
Purchase price and payment terms;
Transfer clause;
Delivery of possession;
Seller’s warranties;
Buyer’s acknowledgments;
Tax obligations;
Documentary requirements;
Undertaking to cooperate in titling or transfer of tax declaration;
Representations on liens and claims;
Boundary and area clause;
Risk allocation;
Spousal consent, if applicable;
Signatures;
Witnesses;
Notarial acknowledgment.

VIII. Title of the Document

The title should match the legal nature of the transaction.

Possible titles include:

Deed of Absolute Sale of Untitled Land;
Deed of Sale of Rights, Interests, and Possessory Claims;
Deed of Sale of Untitled Land and Improvements;
Deed of Assignment of Rights Over Untitled Land;
Deed of Transfer of Possessory Rights.

Where the seller’s ownership is uncertain, “Deed of Sale of Rights, Interests, and Possessory Claims” may be more accurate than “Deed of Absolute Sale.”

IX. Identifying the Parties

The deed should state the full legal names of the seller and buyer, their ages, civil status, citizenship, residence, and government-issued identification.

Example:

“JUAN DELA CRUZ, Filipino, of legal age, married to MARIA SANTOS DELA CRUZ, and residing at ___, hereinafter referred to as the VENDOR; and PEDRO REYES, Filipino, of legal age, single, and residing at ___, hereinafter referred to as the VENDEE.”

A. Civil Status Matters

Civil status is important because of the Family Code rules on conjugal or community property. If the seller is married, spousal consent may be necessary, especially if the property is conjugal, community, family home, or acquired during marriage.

B. Citizenship Matters

The Philippine Constitution generally restricts land ownership to Filipino citizens and qualified Philippine corporations or associations. A foreigner generally cannot own private land in the Philippines, subject to limited exceptions such as hereditary succession. A deed transferring land ownership to a disqualified foreign buyer may be void.

C. Corporate Buyers

If the buyer is a corporation, the deed should state its SEC registration details, principal office, representative, and authority through a board resolution or secretary’s certificate.

X. Recitals: Explaining the Seller’s Source of Rights

Recitals are especially important in untitled land transactions. They provide context and clarify why the seller claims the right to sell.

Sample recital:

“WHEREAS, the Vendor is the declared owner for taxation purposes and actual, peaceful, public, continuous, and adverse possessor in the concept of owner of a parcel of untitled land located at ___, covered by Tax Declaration No. ___, containing an area of approximately ___ square meters;”

Another example for inherited property:

“WHEREAS, the Vendor acquired his rights and participation over the property by inheritance from the late ___, who had been in open, continuous, exclusive, and peaceful possession of the property for several decades;”

For prior sale:

“WHEREAS, the Vendor acquired the property by virtue of a Deed of Sale dated ___ executed by ___, and has since possessed and declared the property for taxation purposes;”

For co-owned property:

“WHEREAS, the Vendor owns an undivided share, rights, interest, and participation in the property, together with other co-owners;”

For pending titling:

“WHEREAS, the property is presently untitled and may be subject to administrative or judicial titling proceedings, and the Vendor undertakes to assist the Vendee in the processing of documents necessary to support the Vendee’s claim.”

The recitals should be factual, not exaggerated.

XI. Description of the Property

The property description is one of the most important parts of the deed. Since there is no Torrens title, the deed should use all available identifiers.

Include:

Tax declaration number;
Property identification number, if available;
Location;
Area;
Boundaries;
Lot number, if any;
Survey plan number, if any;
Technical description, if available;
Names of adjoining owners;
Improvements;
Classification, such as residential, agricultural, commercial, or idle;
Assessed value;
Market value.

Example:

“A parcel of untitled agricultural land situated in Barangay ___, Municipality of ___, Province of ___, covered by Tax Declaration No. ___, with Property Identification No. ___, containing an area of approximately ___ square meters, more or less, bounded on the North by ___, on the East by ___, on the South by ___, and on the West by ___, together with all improvements existing thereon.”

If there is a survey plan, attach it as an annex. If there is a technical description, include or attach it.

Area Discrepancies

Untitled land often has inconsistent areas across tax declarations, surveys, and actual possession. The deed should manage this risk:

“The parties agree that the area stated herein is based on available tax declaration and/or survey records and is subject to final verification by actual survey. Any excess or deficiency in area shall not affect the validity of this sale unless otherwise agreed in writing.”

XII. Purchase Price and Payment Terms

The deed must state the purchase price clearly.

Example:

“For and in consideration of the sum of PESOS: ___ (PHP ___), receipt of which is hereby acknowledged by the Vendor, the Vendor hereby sells, transfers, and conveys unto the Vendee all his rights, interests, claims, ownership, possession, and participation over the above-described property.”

If payment is by installment, the deed should state:

Down payment;
Balance;
Due dates;
Interest, if any;
Consequences of default;
Whether ownership or possession transfers immediately;
Whether a separate contract to sell is more appropriate.

For installment arrangements, a deed of absolute sale may not be ideal until full payment. A Contract to Sell may be safer where ownership is to transfer only after full payment.

XIII. Operative Transfer Clause

This is the heart of the deed. In untitled land, it should be carefully worded.

A. If Selling Ownership

“The Vendor hereby sells, transfers, conveys, and assigns unto the Vendee, his heirs, successors, and assigns, the above-described parcel of untitled land, together with all rights, interests, improvements, and appurtenances pertaining thereto.”

B. If Selling Rights Only

“The Vendor hereby sells, transfers, conveys, and assigns unto the Vendee all of the Vendor’s rights, interests, participation, claims, possessory rights, improvements, and whatever lawful rights the Vendor may have over the above-described untitled property.”

This second version is often more appropriate when the seller cannot guarantee full ownership.

XIV. Delivery of Possession

A deed should state whether possession is delivered immediately.

Example:

“The Vendor hereby delivers actual and physical possession of the property to the Vendee upon execution of this Deed, free from occupants, tenants, lessees, adverse claimants, and informal settlers, except those expressly disclosed herein.”

If there are tenants or occupants, disclose them:

“The Vendee acknowledges that the property is presently occupied by ___, and accepts the property subject to such occupancy.”

Possession should not be assumed. It must be addressed directly.

XV. Warranties of the Seller

A seller of untitled land should give warranties appropriate to the situation.

Possible warranties:

The seller has lawful possession of the property;
The seller has the right to sell or transfer the rights conveyed;
The property is not subject to prior sale;
The property is not mortgaged or encumbered;
There are no pending disputes known to the seller;
Taxes are paid up to a specified year;
There are no tenants, occupants, or adverse claimants except those disclosed;
The seller will defend the buyer from lawful claims arising from the seller’s acts;
The seller will assist in transferring the tax declaration;
The seller will assist in future titling proceedings.

Example:

“The Vendor warrants that he has not sold, transferred, mortgaged, leased, or otherwise encumbered the property or rights herein conveyed in favor of any other person.”

Because the land is untitled, the seller may refuse to warrant absolute ownership. The deed can say:

“The Vendor makes no representation that the property is covered by a Torrens title, but warrants that the rights and interests herein conveyed are validly held by him and have not been previously transferred to any other person.”

XVI. Buyer’s Acknowledgments

The buyer should acknowledge the risks of buying untitled land.

Example:

“The Vendee acknowledges that the property is untitled and not covered by a Torrens certificate of title, and that the Vendee has conducted due diligence concerning the nature, status, possession, boundaries, tax declaration, and documents relating to the property.”

This protects the seller from claims that the buyer was misled, while also documenting the buyer’s acceptance of the property’s status.

XVII. Taxes and Expenses

The deed should allocate who pays:

Capital gains tax or creditable withholding tax, depending on the seller and nature of transaction;
Documentary stamp tax;
Transfer tax;
Registration fees, if any;
Notarial fees;
Real property taxes;
Assessor’s fees;
Survey fees;
Titling expenses;
Attorney’s fees.

Commonly, the seller pays capital gains tax and unpaid real property taxes up to the date of sale, while the buyer pays documentary stamp tax, transfer tax, registration expenses, and transfer of tax declaration. However, parties may agree otherwise, subject to tax laws.

Sample clause:

“The Vendor shall be responsible for all real property taxes due up to the date of execution of this Deed and for taxes legally imposed upon the seller. The Vendee shall be responsible for expenses necessary for the transfer of tax declaration and other post-sale documentation, unless otherwise provided herein.”

Avoid vague phrases like “all taxes shall be for the buyer” unless the parties understand the legal and practical consequences.

XVIII. Transfer of Tax Declaration

For untitled land, the practical post-sale step is usually transfer of the tax declaration in the buyer’s name. The deed should include a cooperation clause.

Example:

“The Vendor undertakes to sign and deliver all documents and perform all acts necessary to enable the Vendee to transfer the tax declaration over the property in the name of the Vendee.”

Documents usually needed by the assessor may include:

Notarized deed of sale;
Tax declaration;
Real property tax clearance;
Transfer tax receipt;
Documentary stamp tax proof;
Valid IDs;
Sketch plan or survey plan;
Affidavit of possession or ownership;
Other LGU-required forms.

Transfer of a tax declaration does not equal transfer of Torrens title, but it is important evidence of claim and tax responsibility.

XIX. Notarization

A deed of sale involving real property should be notarized. Notarization converts the document into a public document and allows it to be used more effectively before government offices.

The parties must personally appear before the notary public, present competent evidence of identity, and sign the deed voluntarily.

A defective notarization can create serious problems, especially if the deed will later support tax declaration transfer, court proceedings, or land registration.

XX. Registration with the Registry of Deeds

Even if land is untitled, some instruments affecting unregistered land may be registered under the system for recording transactions involving unregistered land. Registration does not convert the property into titled land, nor does it guarantee ownership, but it may help establish priority and public notice.

The availability and treatment of registration may depend on the local Registry of Deeds and the nature of the document. The deed should be drafted with sufficient detail so it can be accepted for recording where applicable.

XXI. Common Drafting Mistakes

1. Calling the Seller the “Registered Owner”

This is wrong if the land has no Torrens title. Use “declared owner,” “actual possessor,” “claimant,” or “holder of rights,” as appropriate.

2. Relying Solely on Tax Declaration

A tax declaration alone is not enough to prove ownership. The deed should refer to possession, source of rights, and supporting documents.

3. Failing to Identify the Exact Property

Untitled land often has unclear boundaries. The deed should include location, area, boundaries, tax declaration, survey plan, and adjoining owners.

4. Ignoring Spousal Consent

A sale may be challenged if the property is conjugal, community, or family property and the spouse did not consent.

5. Selling Co-Owned Property Without Authority

A co-owner may generally sell only his or her undivided share unless authorized by the other co-owners.

6. Using a Deed of Absolute Sale When Only Rights Are Being Sold

If the seller has only possessory rights, the deed should not pretend to convey registered ownership.

7. No Warranty Against Prior Sale

Untitled land is vulnerable to double sales. The seller should warrant that there has been no prior sale, mortgage, lease, or assignment.

8. No Occupancy Clause

The deed should state whether the property is vacant, occupied, tenanted, leased, or possessed by others.

9. No Tax Allocation

Unclear tax clauses often create conflict after signing.

10. No Undertaking to Assist in Titling

The buyer may later need the seller’s cooperation. Include a continuing assistance clause.

XXII. Special Issues in Untitled Land Sales

A. Public Land

If the land is still public land, private persons generally cannot sell ownership of it. They may only transfer lawful rights if allowed by law and applicable administrative rules.

The deed must avoid representing public land as private land unless there is sufficient legal basis. A buyer should verify land classification before purchase.

A clause may state:

“The Vendor represents that, to the best of his knowledge and based on available documents, the property has been possessed as private property. The Vendee acknowledges the need to verify land classification and titling requirements with the proper government agencies.”

B. Agricultural Land

Agricultural land may involve agrarian reform restrictions, tenants, beneficiaries, retention limits, or DAR clearances. A deed involving agricultural untitled land should address:

Whether the land is tenanted;
Whether it is covered by agrarian reform;
Whether DAR clearance is required;
Whether the seller is an agrarian reform beneficiary;
Whether there are restrictions on transfer.

C. Ancestral Domain and Indigenous Peoples’ Rights

If land is located in an area with ancestral domain claims, indigenous cultural community rights, or NCIP jurisdiction, the transaction may require additional verification. A deed cannot defeat valid ancestral domain rights.

D. Foreshore, Timberland, Forest Land, and Protected Areas

Land classified as forest land, timberland, protected area, foreshore, riverbed, or other inalienable public land generally cannot be privately owned. A deed purporting to sell such land as private property is highly risky.

E. Inherited Untitled Land

Where the seller inherited the land, determine whether the estate has been settled. If not, the proper document may be:

Extrajudicial Settlement of Estate with Sale;
Deed of Extrajudicial Settlement among heirs followed by Deed of Sale;
Judicial settlement documents, if court proceedings are involved.

All compulsory or legal heirs must be considered. A buyer should avoid purchasing from only one heir who claims to own the entire property without authority from the others.

F. Sale by Attorney-in-Fact

If the seller is represented by an agent, the special power of attorney must expressly authorize the sale of the specific property or rights. A general authority to manage property is usually not enough.

G. Minor or Incapacitated Owner

If any owner or heir is a minor or legally incapacitated, court approval or guardianship authority may be required.

H. Co-Ownership

A co-owner can sell only his or her share unless authorized by the other co-owners. The deed must state whether the seller is selling:

The entire property;
An undivided share;
A specific portion with consent of co-owners;
Hereditary rights.

XXIII. Suggested Clauses

A. Status of Land Clause

“The parties acknowledge that the property subject of this Deed is untitled and is not presently covered by a Torrens certificate of title.”

B. Source of Rights Clause

“The Vendor’s rights over the property arise from actual, public, peaceful, continuous, and adverse possession in the concept of owner, as well as from tax declarations and other documents evidencing the Vendor’s claim.”

C. Sale of Rights Clause

“The Vendor hereby sells, transfers, conveys, and assigns unto the Vendee all rights, interests, claims, participation, possession, improvements, and other lawful interests of the Vendor over the property.”

D. No Prior Sale Clause

“The Vendor warrants that the rights and interests herein conveyed have not been previously sold, assigned, mortgaged, leased, donated, or otherwise encumbered in favor of any third person.”

E. Possession Clause

“The Vendor shall deliver actual, physical, peaceful, and uninterrupted possession of the property to the Vendee upon execution of this Deed.”

F. Buyer’s Due Diligence Clause

“The Vendee acknowledges having inspected the property and examined the documents relating thereto, including the tax declaration, tax receipts, boundaries, possession, and status of occupancy.”

G. Assistance Clause

“The Vendor undertakes to execute such further documents and perform such further acts as may be necessary to transfer the tax declaration, support the Vendee’s possession, and assist in any future titling or registration proceedings.”

H. Boundary Clause

“The parties agree that the stated area and boundaries are based on available records and are subject to final verification by actual survey.”

I. Taxes Clause

“The parties shall pay the taxes, fees, and expenses arising from this transaction in accordance with law and their agreement stated herein.”

J. Indemnity Clause

“The Vendor shall indemnify and hold the Vendee free and harmless from claims arising from prior sale, mortgage, encumbrance, or acts attributable to the Vendor before the execution of this Deed.”

XXIV. Sample Deed of Sale of Rights Over Untitled Land

DEED OF SALE OF RIGHTS, INTERESTS, AND POSSESSORY CLAIMS OVER UNTITLED LAND

KNOW ALL MEN BY THESE PRESENTS:

This Deed is made and executed this ___ day of ___ 20___, at ___, Philippines, by and between:

[NAME OF SELLER], Filipino, of legal age, [civil status], and residing at ___, hereinafter referred to as the VENDOR;

-and-

[NAME OF BUYER], Filipino, of legal age, [civil status], and residing at ___, hereinafter referred to as the VENDEE.

WITNESSETH:

WHEREAS, the Vendor is the declared owner for taxation purposes and actual possessor of a parcel of untitled land located at ___, covered by Tax Declaration No. ___, containing an area of approximately ___ square meters, more or less;

WHEREAS, the Vendor’s rights over the property arise from ___;

WHEREAS, the property is not covered by a Torrens certificate of title;

WHEREAS, the Vendor desires to sell, and the Vendee desires to purchase, all the Vendor’s rights, interests, claims, participation, possession, and improvements over the property;

NOW, THEREFORE, for and in consideration of the sum of PESOS: ___ (PHP ___), receipt of which is hereby acknowledged by the Vendor, the Vendor hereby SELLS, TRANSFERS, CONVEYS, and ASSIGNS unto the Vendee, his heirs, successors, and assigns, all of the Vendor’s rights, interests, claims, participation, possessory rights, improvements, and other lawful interests over the following property:

A parcel of untitled land situated at ___, covered by Tax Declaration No. ___, with an area of approximately ___ square meters, more or less, bounded as follows:

North: ___ East: ___ South: ___ West: ___

together with all improvements existing thereon.

The Vendor warrants that:

The Vendor has lawful rights and possession over the property;
The Vendor has not previously sold, transferred, mortgaged, leased, donated, or encumbered the rights herein conveyed;
There are no adverse claims, occupants, tenants, or pending disputes involving the property, except those expressly disclosed as follows: ___;
Real property taxes have been paid up to ___;
The Vendor shall assist the Vendee in the transfer of the tax declaration and in the preparation of documents necessary to support the Vendee’s claim, possession, and future titling application, if any.

The Vendee acknowledges that the property is untitled and not covered by a Torrens certificate of title, and that the Vendee has inspected the property and examined the documents relating thereto.

The Vendor hereby delivers possession of the property to the Vendee upon execution of this Deed.

The parties agree that the stated area and boundaries are based on available records and are subject to verification by actual survey.

The taxes, fees, and expenses arising from this transaction shall be paid as follows: ___.

IN WITNESS WHEREOF, the parties have signed this Deed on the date and at the place first above written.

VENDOR: ___________________

VENDEE: ___________________

WITH MARITAL CONSENT, if applicable:

Spouse of Vendor

SIGNED IN THE PRESENCE OF:

ACKNOWLEDGMENT

Republic of the Philippines ) Province/City of ___ ) S.S.

BEFORE ME, a Notary Public for and in ___, personally appeared:

Name	Government ID	Date/Place Issued
___	___	___
___	___	___

known to me and to me known to be the same persons who executed the foregoing instrument and acknowledged that the same is their free and voluntary act and deed.

This instrument consists of ___ pages, including this page on which this acknowledgment is written, and has been signed by the parties and their witnesses on each and every page.

WITNESS MY HAND AND SEAL this ___ day of ___ 20___ at ___, Philippines.

Notary Public

Doc. No. ___; Page No. ___; Book No. ; Series of 20.

XXV. When to Use a Contract to Sell Instead

A deed of absolute sale immediately transfers ownership or rights upon execution, subject to the terms of the deed. If the purchase price is not fully paid, or if there are unresolved conditions, a Contract to Sell may be better.

Use a contract to sell when:

Payment is by installments;
The buyer still needs to verify documents;
The seller must first settle the estate;
The seller must obtain consent of co-owners;
The property must first be surveyed;
The seller must first remove occupants;
DAR, DENR, LGU, or other clearances are pending;
The parties agree that transfer occurs only after completion of conditions.

A deed of sale should not be signed prematurely if essential conditions remain unresolved.

XXVI. Risks for the Buyer

Buying untitled land involves significant risks, including:

Seller may not be the true owner;
Property may be public land;
Land may be forest, protected, foreshore, or inalienable land;
Boundaries may be uncertain;
Other heirs may claim the property;
There may be prior buyers;
Tax declaration may be inaccurate;
Possession may be disputed;
There may be tenants or agrarian beneficiaries;
Titling may not be possible;
Area may be smaller than represented;
The land may overlap with titled land;
There may be ancestral domain claims;
The seller may lack spousal or co-owner consent;
The deed may not be accepted by government offices due to defective documents.

Because of these risks, the deed should document the buyer’s due diligence and the seller’s warranties.

XXVII. Risks for the Seller

The seller also faces risks, including:

Buyer may later demand a Torrens title even though none was promised;
Buyer may withhold payment;
Buyer may sue for alleged misrepresentation;
Buyer may fail to pay taxes or transfer documents;
Buyer may disturb adjoining owners and trigger disputes;
Buyer may use the deed beyond what the seller intended to convey.

The deed should therefore clarify whether the seller is selling ownership, rights, possession, improvements, or only an undivided share.

XXVIII. Practical Drafting Checklist

Before finalizing the deed, confirm the following:

Are the parties correctly identified?
Is the seller Filipino or legally qualified?
Is the buyer qualified to own land?
Is the seller married?
Is spousal consent required?
Is the property inherited?
Are all heirs participating?
Is the property co-owned?
Is the seller selling the entire land or only a share?
Is the land agricultural?
Are there tenants?
Is DAR clearance needed?
Is the land public, private, alienable, or inalienable?
Is there a tax declaration?
Are real property taxes paid?
Are boundaries clear?
Is there a survey?
Are there actual occupants?
Are there adverse claimants?
Has the property been previously sold?
Is the price fully paid?
Should the document be a contract to sell instead?
Who pays taxes and expenses?
Is possession delivered immediately?
Will the seller assist in tax declaration transfer and titling?
Is the deed notarized properly?
Are annexes attached?
Are witnesses present?
Are IDs current and valid?
Are all pages signed?

XXIX. Recommended Annexes

Attach copies of relevant documents, such as:

Tax declaration;
Real property tax receipts;
Tax clearance;
Survey plan;
Sketch plan;
Barangay certification;
Affidavit of possession;
Prior deed of sale;
Extrajudicial settlement;
Death certificates, if inherited;
Birth or marriage certificates proving heirship;
Special power of attorney;
Secretary’s certificate for corporate parties;
Photos of the property;
List of occupants, if any;
Written disclosures of disputes or claims.

Annexes strengthen the deed and provide a paper trail.

XXX. Best Drafting Approach

The safest approach is to draft conservatively. Do not claim more than the seller can prove. Do not use titled-land language for untitled land. Do not allow the deed to suggest that a tax declaration is equivalent to a certificate of title.

A well-drafted deed should answer these questions:

Who is selling?
Who is buying?
What exactly is being sold?
What is the seller’s basis for selling?
Is the land titled or untitled?
What documents support the seller’s claim?
What are the property’s boundaries and area?
What warranties does the seller give?
What risks does the buyer accept?
Who pays taxes and expenses?
When is possession delivered?
What post-sale cooperation is required?

In untitled land transactions, clarity is protection. The deed must be honest about the property’s status, precise about the rights transferred, and complete enough to support future administrative, tax, registration, or judicial proceedings.

XXXI. Conclusion

Drafting a deed of sale for untitled land in the Philippines requires caution, accuracy, and a strong understanding of the difference between titled ownership and unregistered claims. The drafter must avoid treating tax declarations as titles, must identify the seller’s source of rights, must describe the property thoroughly, and must allocate risks between the parties.

The key is not merely to prepare a document that looks like a deed of sale, but to prepare one that reflects the real legal condition of the land. A good deed for untitled land should be factual, restrained, and supported by documents. It should transfer only what the seller can lawfully transfer, protect the buyer through warranties and disclosures, and preserve a clear record for tax declaration transfer, possession, and possible future titling.