I. Introduction

A deed of sale is one of the most important documents in Philippine property transactions. It is the written instrument by which a seller transfers ownership of property to a buyer for a price certain in money or its equivalent. It may involve real property, motor vehicles, shares of stock, business assets, equipment, vessels, personal property, or other transferable rights.

In practice, however, the deed of sale is only one part of the transaction. The seller must usually produce supporting documents proving identity, ownership, authority to sell, tax compliance, civil status, and the absence of legal impediments. Without these documents, the deed may be difficult to notarize, register, tax-clear, or use for transfer of title.

This article focuses on the seller’s documentary requirements for a deed of sale in the Philippine context, with emphasis on real property transactions, while also discussing other common kinds of sale.

II. Nature and Function of a Deed of Sale

A deed of sale is a written contract where the seller agrees to transfer ownership of a property to the buyer, and the buyer agrees to pay the purchase price.

A properly prepared deed of sale usually identifies:

The seller;
The buyer;
The property sold;
The purchase price;
The manner of payment;
The warranties of the seller;
The obligations of the parties;
The tax and expense allocation;
The date and place of execution;
The signatures of the parties;
The notarial acknowledgment.

For real property, the deed is normally notarized and later used to process tax payments and transfer of title with the Registry of Deeds.

III. Why Seller Documents Matter

The buyer, notary public, bank, broker, developer, government office, and Registry of Deeds may all require seller documents because they need to confirm that:

The seller is the true owner;
The seller has legal capacity to sell;
The seller’s identity is authentic;
The property is correctly described;
The seller’s spouse consented if required;
Corporate or representative authority exists;
Estate, guardianship, or co-ownership issues are addressed;
Taxes and dues can be computed and paid;
There are no obvious liens or title defects;
The deed can be registered and used to transfer ownership.

A deed of sale signed by the wrong person, an unauthorized representative, an incapacitated seller, or only one of several owners may create serious legal problems.

IV. General Seller Requirements for Any Deed of Sale

Regardless of the property type, the seller will generally need the following:

Valid government-issued identification;
Proof of ownership;
Tax identification number;
Civil status documents, if relevant;
Spousal consent or signature, if required;
Authority documents if acting through a representative;
Corporate authority documents if seller is a juridical entity;
Proof that the property is transferable;
Documents needed for notarization;
Documents needed for registration or transfer.

The exact requirements depend on the asset being sold.

PART ONE

REAL PROPERTY SALES

V. Seller’s Basic Documents for Sale of Real Property

For the sale of land, house and lot, condominium unit, townhouse, or other real property, the seller commonly needs:

Owner’s duplicate copy of the Transfer Certificate of Title, Condominium Certificate of Title, or Original Certificate of Title;
Certified true copy of the title;
Tax Declaration for land and improvements;
Real property tax clearance;
Valid IDs of the seller;
Tax Identification Number of the seller;
Marriage certificate, if married;
Spouse’s valid ID and signature, if required;
Death certificate and estate documents, if the registered owner is deceased;
Special Power of Attorney, if represented by an attorney-in-fact;
Corporate documents, if seller is a corporation;
Board approval or secretary’s certificate, if seller is a corporation;
Certificate authorizing registration or electronic certificate authorizing registration after tax payment;
Other documents required by the Bureau of Internal Revenue, local treasurer, assessor, or Registry of Deeds.

The seller should gather these documents before signing or accepting final payment.

VI. Owner’s Duplicate Certificate of Title

The most important seller document in a titled real property sale is the owner’s duplicate certificate of title.

This may be:

Transfer Certificate of Title for registered land;
Condominium Certificate of Title for condominium units;
Original Certificate of Title for land originally registered;
Other applicable title document depending on the property.

The seller should present the owner’s duplicate title because the Registry of Deeds usually requires it for cancellation of the old title and issuance of a new title in the buyer’s name.

Why It Matters

The title proves registered ownership. It also shows:

Registered owner’s name;
Property description;
Title number;
Lot or unit details;
Technical description;
Area;
Encumbrances;
Liens;
Restrictions;
Mortgages;
Adverse claims;
Notices;
Annotations.

A buyer should never rely only on a photocopy. The original owner’s duplicate should be examined.

VII. Certified True Copy of Title

A certified true copy from the Registry of Deeds is usually obtained to verify that the owner’s duplicate matches the registry record.

The certified true copy helps determine whether the title is:

Clean;
Encumbered;
Mortgaged;
Subject to adverse claim;
Subject to lis pendens;
Subject to attachment;
Subject to restrictions;
Cancelled or superseded;
In the correct name of the seller.

The seller may be asked to provide a recent certified true copy, though buyers often obtain it independently for due diligence.

VIII. Tax Declaration

A tax declaration is issued by the local assessor and reflects property taxation records. There may be separate tax declarations for:

Land;
Building or house;
Condominium unit;
Improvements;
Machinery, if applicable.

The tax declaration is not the same as title. It does not by itself prove ownership of registered land, but it is important for tax computation and local transfer processing.

The deed of sale and BIR documents often require the property’s tax declaration number and assessed value.

IX. Real Property Tax Clearance

A seller is commonly required to provide proof that real property taxes have been paid up to date.

The local treasurer may issue:

Real property tax clearance;
Tax payment certification;
Official receipts for real property tax payments.

This is important because unpaid real property taxes may burden the property and delay transfer.

A buyer should usually require the seller to settle real property taxes before or at closing, unless the parties agree otherwise.

X. Valid Government-Issued IDs of Seller

The seller must present valid identification for notarization and verification.

Common IDs include:

Philippine passport;
Driver’s license;
UMID;
SSS ID;
GSIS ID;
PhilHealth ID, if accepted;
Voter’s ID or voter certification;
Postal ID, if accepted;
PRC ID;
Senior citizen ID, if accepted;
National ID;
OFW ID or other government-issued ID, if accepted.

The notary public must verify identity. IDs should be valid, readable, and consistent with the name in the deed.

If the seller’s name in the title differs from the ID, an affidavit of one and the same person or correction documents may be required.

XI. Tax Identification Number

The seller’s Tax Identification Number is required for tax processing.

The TIN is needed for:

Capital gains tax return;
Documentary stamp tax return;
BIR certificate authorizing registration processing;
Deed of sale preparation;
Notarial records in some cases;
Other tax documents.

If the seller has no TIN, the seller may need to secure one before tax filing. If the seller is deceased, the estate TIN may be required.

XII. Civil Status Documents

The seller’s civil status matters because ownership and authority to sell may depend on marriage, property regime, or spousal consent.

Common documents include:

PSA marriage certificate;
PSA certificate of no marriage record, if single and required;
Judicial decree of annulment or nullity;
Certificate of finality and annotated marriage certificate;
Death certificate of spouse;
Foreign divorce decree and Philippine recognition documents, if relevant;
Marriage settlement or prenuptial agreement;
Court order affecting property relations.

A seller who appears as “single” on the title may now be married. A seller who appears as married may now be widowed, annulled, or separated. These changes must be documented.

XIII. Spousal Consent and Signature

In Philippine real property transactions, the spouse’s participation is often crucial.

Depending on the property regime and circumstances, the spouse may need to:

Sign as co-seller;
Sign conformity;
Give written consent;
Execute a marital consent;
Join in the deed of sale;
Sign related tax and registration documents.

When Spousal Consent Is Commonly Required

Spousal participation may be required when:

Property is conjugal;
Property is community property;
Property was acquired during marriage;
Seller is married and title shows marital status;
The property is family home;
The seller’s authority to dispose of the property is limited by law;
The buyer, bank, notary, or Registry of Deeds requires it.

Even if the property is claimed as exclusive, supporting documents may be needed.

XIV. Seller Married Under Absolute Community or Conjugal Partnership

If the seller is married, the property may be part of the absolute community or conjugal partnership, depending on the date of marriage and applicable property regime.

The seller may need:

Marriage certificate;
Spouse’s ID;
Spouse’s signature on deed;
Proof of exclusive ownership, if claiming exclusivity;
Marriage settlement, if any;
Court order, if property regime has been judicially separated.

A deed signed by only one spouse may later be questioned if spousal consent was legally necessary.

XV. Seller’s Exclusive Property

A married seller may claim the property is exclusive, for example because it was:

Acquired before marriage;
Inherited;
Donated exclusively;
Purchased with exclusive funds under a valid property regime;
Covered by a prenuptial agreement;
Excluded from community or conjugal property by law.

Supporting documents may include:

Title showing acquisition before marriage;
Deed of donation;
Extrajudicial settlement or inheritance documents;
Marriage settlement;
Proof of source of funds;
Waiver or consent of spouse, if still required for caution;
Legal opinion in complex cases.

Even when property is exclusive, the spouse’s consent may still be required or requested in certain cases, especially if the property is used as a family home.

XVI. Family Home Issues

If the property being sold is the family home, extra caution is needed.

The family home is protected under Philippine law. Its sale may require the participation or consent of persons whose rights are affected, depending on the facts.

Documents may be needed to show:

Whether the property is the family home;
Whether both spouses consent;
Whether the sale affects minor or dependent beneficiaries;
Whether there are liens or claims;
Whether court approval is needed in special circumstances.

A buyer should be cautious when acquiring property occupied by the seller’s family.

XVII. Seller Is Single

If the seller is single, the seller may need to provide:

Valid IDs;
TIN;
PSA certificate of no marriage record, if required by buyer, bank, or notary;
Affidavit of single status, if required;
Birth certificate, if identity issue exists.

If the title states the seller is single but the seller later married, the spouse may need to sign depending on when and how the property was acquired and whether it became part of the marital property regime.

XVIII. Seller Is Widowed

If the registered owner is widowed, the documents depend on whether the property was exclusive or conjugal/community.

The seller may need:

Death certificate of deceased spouse;
Marriage certificate;
Estate settlement documents;
Proof of payment of estate tax or eCAR/CAR, if required;
Extrajudicial settlement or judicial settlement;
Deed of partition;
New title in the name of heirs, if required;
Affidavit of self-adjudication, if sole heir;
IDs and TINs of heirs if they must sign.

If the deceased spouse had a share in the property, the surviving spouse cannot simply sell the entire property without settling the estate or obtaining authority from the heirs or court.

XIX. Seller Is Legally Separated, Annulled, or Marriage Is Void

A seller whose marriage has been annulled, declared void, or legally separated may need:

Court decision;
Certificate of finality;
Annotated marriage certificate;
Property settlement;
Liquidation of property regime;
Court-approved partition;
Title reflecting ownership after liquidation;
Former spouse’s consent or signature, if property issues remain unresolved.

The end of marriage does not automatically settle property ownership. If the title still reflects both spouses or the property regime has not been liquidated, additional steps may be required.

XX. Seller Is an Overseas Filipino or Abroad

If the seller is abroad, the seller may sign through a representative using a Special Power of Attorney.

The usual documents include:

Special Power of Attorney;
Consular acknowledgment or apostille, depending on where signed;
Seller’s passport copy;
Seller’s ID;
Seller’s TIN;
Spouse’s consent or SPA, if required;
Proof of civil status;
Original title and tax documents in the Philippines.

The SPA must specifically authorize the sale of the property. A general authorization may be rejected by the notary, BIR, Registry of Deeds, bank, or buyer.

XXI. Special Power of Attorney

A Special Power of Attorney is needed when the seller will not personally sign the deed or attend closing.

The SPA should clearly state:

Name of principal seller;
Name of attorney-in-fact;
Property description;
Authority to negotiate and sign deed of sale;
Authority to receive payment, if allowed;
Authority to pay taxes;
Authority to sign BIR and Registry of Deeds documents;
Authority to deliver title and documents;
Authority to sign related forms and affidavits;
Duration or validity, if desired.

For real property sale, the SPA should be notarized. If executed abroad, it should be properly acknowledged or authenticated for use in the Philippines.

XXII. Sample SPA Clause for Seller

To sell, transfer, and convey, for such price and under such terms and conditions as my attorney-in-fact may deem acceptable, my property covered by Transfer Certificate of Title No. [title number], located at [address/property description], including the authority to sign the Deed of Absolute Sale and all related documents necessary for the payment of taxes, issuance of the Certificate Authorizing Registration, and transfer of title in favor of the buyer.

XXIII. Seller Is Represented by Attorney-in-Fact

If the seller is represented by an attorney-in-fact, the buyer and notary should verify:

The SPA is genuine;
The SPA is specific to the property;
The SPA authorizes sale, not merely administration;
The SPA authorizes receipt of payment, if payment will be made to the representative;
The principal is alive;
The SPA has not been revoked;
The principal had capacity when signing;
The spouse also authorized or consented, if required.

A power of attorney is generally extinguished by the death of the principal. A sale signed after the principal’s death through an SPA may be invalid.

XXIV. Seller Is a Corporation

If the seller is a corporation, the deed must be signed by a duly authorized officer or representative.

Common seller documents include:

Articles of incorporation;
Bylaws;
Latest general information sheet;
Certificate of registration;
Board resolution approving the sale;
Secretary’s certificate confirming authority;
Valid ID of authorized signatory;
Corporate TIN;
Proof that the property is owned by the corporation;
Title and tax declaration;
BIR registration documents, if required;
Special approvals if sale involves all or substantially all corporate assets;
Compliance with restrictions in bylaws, loan documents, or shareholder agreements.

The notary and buyer should not rely merely on an officer’s title. A corporation acts through its board and authorized representatives.

XXV. Board Resolution and Secretary’s Certificate

A corporation selling property should issue a board resolution authorizing the sale. The corporate secretary then issues a secretary’s certificate.

The secretary’s certificate should state:

Date of board meeting or written approval;
Existence of quorum;
Board approval of sale;
Description of property;
Authorized signatory;
Authority to sign deed and related documents;
Authority to receive payment, if applicable;
Authority to process taxes and title transfer;
Corporate secretary’s certification.

If the asset is material, shareholder approval may also be needed depending on the nature of the transaction.

XXVI. Sample Secretary’s Certificate Clause

RESOLVED, that the Corporation be authorized to sell, transfer, and convey the real property covered by Transfer Certificate of Title No. [title number], located at [property address], under such terms and conditions as may be approved by management;

RESOLVED FURTHER, that [Name], [Position], be authorized to sign, execute, and deliver the Deed of Absolute Sale and all documents necessary or incidental to the sale, payment of taxes, issuance of the Certificate Authorizing Registration, and transfer of title to the buyer.

XXVII. Seller Is a Partnership

If the seller is a partnership, documents may include:

Articles of partnership;
Partnership registration documents;
Partnership agreement;
Partners’ resolution or written consent;
Authority of managing partner;
Valid IDs and TINs of authorized signatories;
Proof of ownership;
Tax documents.

The authority of the partner signing the deed must be verified. Some partnership agreements restrict sale of major assets.

XXVIII. Seller Is a Sole Proprietorship

A sole proprietorship is not a separate juridical person from the owner.

If property is registered in the individual owner’s name, the individual signs as seller. If the business name appears in transaction documents, the seller may need:

DTI business name certificate;
Owner’s valid ID;
Owner’s TIN;
Proof of ownership;
Spousal consent, if applicable;
Business permit or registration, if relevant.

Because a sole proprietorship is not separate from the proprietor, personal civil status and marital property issues remain important.

XXIX. Seller Is an Estate

If the registered owner is deceased, the seller is not simply “the estate” unless represented through proper authority.

Documents may include:

Death certificate;
Title in the deceased owner’s name;
Marriage certificate, if applicable;
Birth certificates of heirs;
Extrajudicial settlement of estate;
Judicial settlement documents;
Letters of administration or testamentary, if estate is in court;
Special administrator authority, if applicable;
Estate tax return;
Certificate authorizing registration or electronic CAR for estate transfer;
Heirs’ IDs and TINs;
Deed of sale signed by heirs or authorized representative;
Court approval, if required.

If heirs sell inherited property before title transfer, the deed may combine settlement and sale, depending on structure and tax processing.

XXX. Extrajudicial Settlement With Sale

If the owner died and the heirs agree to sell the property, the parties may execute an extrajudicial settlement of estate with sale if legal requirements are satisfied.

Seller-side documents include:

Death certificate of deceased owner;
Proof of relationship of heirs;
Heirs’ birth or marriage certificates;
TINs of estate and heirs;
Valid IDs of heirs;
Title;
Tax declaration;
Real property tax clearance;
Publication requirements for extrajudicial settlement;
Estate tax documents;
BIR eCAR/CAR;
Deed signed by all heirs or their authorized representatives.

If any heir refuses to sign, is missing, incapacitated, a minor, or disputes the sale, judicial settlement may be necessary.

XXXI. Seller Is a Minor

A minor generally cannot validly sell property alone. If the property belongs to a minor, a parent or guardian may need court authority.

Documents may include:

Minor’s birth certificate;
Title in minor’s name;
Guardianship court order;
Court authority to sell;
Parent or guardian IDs;
Bond, if required;
Court-approved sale terms;
Tax documents;
Deed signed by guardian with court authority.

A sale of minor’s property without proper authority may be voidable or invalid.

XXXII. Seller Is Under Guardianship or Incapacitated

If the seller lacks capacity due to mental incapacity, illness, disability affecting legal capacity, or court-declared incompetence, a guardian or legal representative may need court authority to sell.

Documents may include:

Guardianship order;
Letters of guardianship;
Court approval of sale;
Medical records, if relevant;
Guardian’s ID;
Ward’s ID, if available;
Title and tax documents;
Bond or accounting requirements;
Court order confirming sale terms.

A deed signed by a person who lacks capacity may be challenged.

XXXIII. Seller Is a Co-Owner

If the property is co-owned, all co-owners must generally sign if the entire property is being sold.

Documents include:

Title showing co-ownership;
IDs and TINs of all co-owners;
Civil status documents of each co-owner;
Spousal consent where required;
SPA for any absent co-owner;
Agreement among co-owners on price and distribution;
Tax documents.

One co-owner may sell only their undivided share unless authorized by the others. A buyer who wants the entire property should require all co-owners to sign.

XXXIV. Seller Is Selling Only an Undivided Share

A co-owner may sell their undivided interest, subject to rights and restrictions.

Documents include:

Title;
Proof of seller’s share;
Co-ownership agreement, if any;
Notice to co-owners, if relevant;
Seller’s ID and TIN;
Spousal consent, if applicable;
Deed clearly stating only the undivided share is sold.

The buyer becomes a co-owner, not owner of a specific physical portion, unless partition occurs.

XXXV. Seller Acquired Property Through Donation

If the seller acquired the property through donation, supporting documents may include:

Deed of donation;
Donor’s documents;
Acceptance of donation;
BIR tax documents for donation;
CAR/eCAR for donation;
Title transferred to donee;
Restrictions or conditions in the donation;
Proof that donation is not subject to prohibition or revocation.

Some donations include restrictions against sale for a certain period. These must be checked.

XXXVI. Seller Acquired Property Through Inheritance

If the seller inherited the property, documents may include:

Extrajudicial settlement;
Judicial settlement;
Tax clearance or eCAR;
New title in heir’s name;
Estate tax proof;
Waivers by other heirs, if applicable;
Deed of partition;
Death certificate;
Proof of heirship.

A seller claiming inheritance without title transfer should first address estate documentation.

XXXVII. Seller Acquired Property Through Previous Sale

If the seller bought the property from someone else but title was never transferred, the seller may not be able to sell as registered owner.

Documents may include:

Prior deed of sale;
Tax payment documents;
CAR/eCAR;
Owner’s duplicate title;
Documents from previous seller;
Deed of sale from registered owner;
Confirmatory deed, if needed;
Court action if chain of title is defective.

A seller should usually transfer title to their name before reselling, unless the transaction is structured carefully and accepted by the buyer and authorities.

XXXVIII. Seller Under Contract to Sell

If the seller holds only rights under a contract to sell, the seller may not yet own the property. The seller may need to execute an assignment of rights rather than a deed of absolute sale of the property.

Documents include:

Contract to sell;
Developer consent, if required;
Statement of account;
Proof of payments;
Authority to assign;
Buyer’s acceptance;
Assignment document;
Developer transfer requirements.

A person cannot sell ownership they do not yet have.

XXXIX. Seller of Condominium Unit

For a condominium unit, seller documents commonly include:

Condominium Certificate of Title;
Certified true copy of CCT;
Tax declaration for unit;
Tax declaration for parking slot, if separately titled or declared;
Real property tax clearance;
Condominium corporation clearance;
Statement of association dues;
Certificate of management or admin clearance;
Master deed restrictions, if relevant;
Valid IDs and TIN;
Spousal consent, if applicable;
SPA or corporate authority, if applicable.

If the parking slot has a separate title, it should be separately described and included in the deed.

XL. Condominium Dues and Clearance

A condominium corporation or property manager may require clearance before recognizing the transfer.

The seller may need to settle:

Association dues;
Utility charges;
Assessments;
Penalties;
Parking fees;
Move-out or transfer fees;
Insurance assessments;
Repairs or violations.

The buyer should ask for a certificate that the unit is clear of unpaid dues.

XLI. Seller of Subdivision Lot or Property With Homeowners’ Association

For subdivision property, seller documents may include:

Title;
Tax declaration;
RPT clearance;
Homeowners’ association clearance;
Certificate of no arrears;
Architectural or construction compliance clearance, if relevant;
Gate pass or move-out clearance;
Deed restrictions;
Developer consent, if still under restrictions;
Seller IDs and TIN.

Some subdivisions impose transfer procedures or require settlement of dues before issuing clearance.

XLII. Seller of Agricultural Land

Agricultural land may require additional documents because of agrarian reform, land use, ownership restrictions, or government clearances.

Potential documents include:

Title;
Tax declaration;
RPT clearance;
DAR clearance or certification, if applicable;
Proof property is not covered by agrarian reform restrictions;
Landholding retention documents, if relevant;
Tenant or farmer-beneficiary documents;
Zoning or land classification certification;
Tax documents;
Seller IDs and TIN.

Agricultural land sales require careful due diligence because some lands are subject to restrictions on transfer.

XLIII. Seller of Land Covered by CLOA or Agrarian Reform Title

Land covered by agrarian reform documents may be subject to restrictions on sale or transfer.

Seller documents may include:

CLOA or title;
DAR clearance;
Proof that transfer restrictions have been complied with;
Proof of full payment of amortization, if required;
Certification regarding holding period;
Consent or approval from appropriate authority;
Farmer-beneficiary documents;
Tax documents.

Unauthorized transfer may be void or subject to cancellation.

XLIV. Seller of Unregistered Land

Unregistered land has no Torrens title. The seller must provide stronger proof of ownership and possession.

Documents may include:

Tax declaration;
Deed of acquisition;
Previous deeds;
Possession documents;
Survey plan;
Cadastral map;
Affidavit of ownership and possession;
Barangay certification;
Tax payment receipts;
DENR or cadastral documents, if relevant;
Court or administrative records;
Certification that property is not titled, if obtainable.

Buying unregistered land carries higher risk. A deed of sale alone does not create a Torrens title.

XLV. Seller of Property With Mortgage

If the property is mortgaged, seller documents include:

Title showing mortgage annotation;
Loan statement;
Mortgagee bank’s consent or payoff computation;
Authority to release title upon payment;
Deed of release or cancellation of mortgage;
Bank instructions for payment;
Updated statement of account;
Seller’s documents;
Buyer’s loan documents, if buyer financing will pay off mortgage.

The deed should state how the mortgage will be settled. The buyer should avoid paying the seller directly if the title is still held by a bank unless the release mechanics are clear.

XLVI. Seller of Property With Adverse Claim, Lis Pendens, or Encumbrance

If the title has annotations, the seller must explain and resolve them.

Documents may include:

Cancellation of adverse claim;
Court order lifting lis pendens;
Release of attachment;
Cancellation of mortgage;
Release of levy;
Consent of restriction holder;
Court approval;
Settlement agreement;
Legal opinion.

A buyer should not accept vague assurances that annotations “do not matter.” Annotations can block transfer or expose the buyer to litigation.

XLVII. Seller of Property Under Lease

If the property is leased, the seller should provide:

Lease contract;
Tenant information;
Rental payment status;
Security deposit details;
Notice requirements;
Tenant rights or right of first refusal, if any;
Assignment of lease rights;
Turnover agreement;
Inventory of deposits;
Tenant acknowledgment, if needed.

The buyer should know whether the property will be delivered vacant or subject to existing lease.

XLVIII. Seller of Property With Informal Settlers or Occupants

If the property is occupied, seller documents may include:

Occupancy list;
Lease or permission documents;
Ejectment case records, if any;
Barangay records;
Settlement agreements;
Relocation documents, if applicable;
Disclosure of possession issues;
Agreement on who will clear the property.

Possession problems can be more difficult than title problems. The deed should address delivery of possession.

XLIX. Seller’s Tax Documents in Real Property Sale

The seller is often responsible for or involved in obtaining tax documents such as:

Capital gains tax return;
Documentary stamp tax return;
BIR forms;
Tax identification documents;
Certificate authorizing registration or electronic CAR;
Tax clearance documents;
Official receipts for tax payments;
BIR computation sheets;
Supporting title and tax declaration documents.

The parties may agree who pays which taxes, but the BIR will require proper filing before title transfer.

L. Capital Gains Tax

In a typical sale of real property classified as capital asset, the seller is commonly responsible for capital gains tax unless the parties agree otherwise.

The BIR will require documents such as:

Notarized deed of sale;
Title;
Tax declaration;
IDs and TINs;
BIR forms;
Tax payment proof;
Other documents required for CAR/eCAR.

Even if the buyer agrees to shoulder the tax, the seller must cooperate because the tax is connected to the seller’s transfer.

LI. Creditable Withholding Tax Instead of Capital Gains Tax

If the seller is habitually engaged in real estate business or the property is an ordinary asset, creditable withholding tax may apply instead of capital gains tax.

Seller documents may include:

BIR registration;
Certificate of registration;
Official receipts or invoices, if required;
Tax classification documents;
VAT information, if applicable;
Corporate documents;
BIR filings.

The seller’s tax classification affects the transaction significantly.

LII. Documentary Stamp Tax

Documentary stamp tax is usually required for sale documents and transfer of real property.

The parties may agree who pays it, but payment is necessary for transfer processing.

Seller documents help compute DST because valuation may depend on:

Selling price;
Fair market value per tax declaration;
Zonal value;
Other valuation records.

LIII. Local Transfer Tax

The local government imposes transfer tax on real property transfers. The seller’s documents needed include:

Deed of sale;
Tax declaration;
Real property tax clearance;
Title;
BIR CAR/eCAR;
Official receipts.

Although often paid by the buyer by agreement, the seller must provide documents and cooperate.

LIV. Certificate Authorizing Registration

The CAR or eCAR is required before the Registry of Deeds registers the transfer.

Seller documents submitted to the BIR help obtain it. Without CAR/eCAR, the buyer cannot complete title transfer.

The seller should ensure consistency among:

Name on title;
Name on IDs;
TIN;
Civil status;
Deed of sale;
Tax declarations;
BIR forms.

Discrepancies can delay CAR issuance.

LV. Seller’s Notarial Requirements

A deed of sale affecting real property is commonly notarized. For notarization, the seller must:

Personally appear before the notary, unless signing through authorized representative;
Present competent evidence of identity;
Sign voluntarily;
Confirm understanding of the deed;
Provide community tax certificate details if required by practice;
Ensure accurate name and details.

A notarized deed becomes a public document and is generally required for registration.

LVI. Seller Name Discrepancies

Name discrepancies are common. Examples:

Title says “Maria Santos Cruz” but ID says “Maria Cruz Reyes”;
Title uses maiden name, seller uses married name;
Middle name missing;
Suffix such as Jr., Sr., III omitted;
Nickname or abbreviated name used;
Typographical error in title;
Different spelling across documents.

Seller may need:

Affidavit of one and the same person;
Marriage certificate;
Birth certificate;
Corrected ID;
Court or administrative correction;
Title correction documents;
Registry of Deeds guidance.

A name discrepancy should be resolved before signing or registration.

LVII. Sample Affidavit of One and the Same Person

AFFIDAVIT OF ONE AND THE SAME PERSON

I, [Name], of legal age, Filipino, and residing at [address], after being sworn in accordance with law, state:

I am the registered owner/seller of the property covered by Transfer Certificate of Title No. [title number].
In the said title, my name appears as [name appearing on title].
In my government-issued identification documents, my name appears as [name appearing on ID].
The names [name on title] and [name on ID] refer to one and the same person, namely myself.
The discrepancy is due to [marriage/use of maiden name/typographical difference/abbreviation/other explanation].
I am executing this affidavit to attest to the truth of the foregoing and to support the sale and transfer of the property.

[Signature] [Name]

LVIII. Seller Signature Requirements

The seller’s signature should match the name and capacity stated in the deed.

Examples:

Individual seller signs personally;
Spouse signs as co-owner or marital consent;
Attorney-in-fact signs “for and on behalf of” principal;
Corporate officer signs with position and authority;
Guardian signs under court authority;
Heir signs as co-owner after settlement;
Executor or administrator signs under court authority.

The capacity of the signer should be clear to avoid registration problems.

PART TWO

SPECIAL SELLER SITUATIONS IN REAL PROPERTY SALES

LIX. Seller Is Not the Registered Owner

If the seller is not the registered owner, serious caution is required.

Possible explanations include:

Seller is an heir of deceased owner;
Seller is buyer under unregistered deed;
Seller is attorney-in-fact;
Seller is developer or assignor under contract to sell;
Seller is corporate successor;
Seller is court-appointed administrator;
Seller is spouse or co-owner not reflected in title;
Seller is fraudulent.

Documents must establish authority or ownership. A buyer should not proceed unless the seller’s legal right to sell is clear.

LX. Seller Has Lost Owner’s Duplicate Title

If the owner’s duplicate title is lost, the seller usually cannot proceed with ordinary registration until a replacement owner’s duplicate is issued through proper proceedings.

Documents may include:

Affidavit of loss;
Police report, if appropriate;
Petition for issuance of new owner’s duplicate title;
Court order;
Registry of Deeds records;
Certified true copy of title.

A buyer should be cautious. Lost-title cases can be used in fraud.

LXI. Seller’s Title Is Damaged or Unreadable

If the owner’s duplicate title is damaged, the seller may need replacement or verification.

Documents include:

Damaged title;
Affidavit explaining damage;
Certified true copy from Registry of Deeds;
Petition or application for replacement, if required;
Registry guidance.

The title must be acceptable for transfer processing.

LXII. Seller Has Tax Delinquencies

If real property taxes are unpaid, the seller should settle them or agree on closing adjustments.

Documents include:

Statement of delinquency;
Tax payment receipts;
Tax clearance after payment;
Agreement on deduction from purchase price, if buyer will pay.

Unpaid taxes may delay local transfer and registration.

LXIII. Seller Has Unpaid Association Dues

If selling a condominium or subdivision property, unpaid dues may delay clearance.

Documents include:

Statement of account;
Official receipts;
Clearance from association;
Turnover approval.

The deed may state that seller is responsible for dues up to turnover date.

LXIV. Seller Is Subject to Court Case

If the property is involved in litigation, seller documents may include:

Complaint or petition;
Court orders;
Notice of lis pendens;
Settlement agreement;
Court approval of sale;
Counsel’s opinion.

A buyer should be cautious when a property is subject to pending litigation.

LXV. Seller Is Bank or Foreclosing Mortgagee

If the seller is a bank or financial institution selling acquired property, documents may include:

Title in bank’s name or consolidation documents;
Deed of sale;
Board or officer authority;
Secretary’s certificate;
Tax declaration;
Tax clearance;
Certificate of sale, if foreclosure;
Affidavit of consolidation;
Redemption period documents;
Corporate documents.

Buyers should confirm that foreclosure and consolidation were completed.

LXVI. Seller Acquired Through Foreclosure

A seller who acquired property through foreclosure should provide:

Certificate of sale;
Proof of registration of sale;
Affidavit of consolidation;
New title, if already transferred;
Documents showing redemption period expired;
Court records, if judicial foreclosure;
Tax documents.

If title has not yet been consolidated, sale may be more complicated.

LXVII. Seller Is Developer

If seller is a developer, documents may include:

License to sell, if applicable;
Certificate of registration;
Development permit;
Master deed for condominium;
Contract to sell or deed of absolute sale;
Corporate authority;
Tax documents;
Condominium or subdivision documents;
Title or mother title;
Subdivision or condominium plan.

For buyers, developer sales require review of project approvals and buyer protection rules.

LXVIII. Seller Is Homeowner Selling Property Still Under Developer Financing

If the seller has not fully paid the developer and title remains with the developer, the seller may not yet be able to execute a deed of absolute sale of titled property.

Documents may include:

Contract to sell;
Statement of account;
Developer consent to transfer;
Assignment of rights;
Buyer’s assumption of balance;
Developer transfer forms;
Proof of payments;
Clearance from developer.

The correct document may be an assignment of rights, not a deed of sale of registered title.

PART THREE

MOTOR VEHICLE SALES

LXIX. Seller’s Documents for Motor Vehicle Deed of Sale

For sale of a motor vehicle, the seller commonly needs:

Original Certificate of Registration;
Official Receipt of latest registration;
Valid IDs of seller;
TIN, if required;
Deed of sale;
Notarized signatures;
Release of chattel mortgage, if applicable;
Secretary’s certificate, if corporate seller;
SPA, if represented;
Plate and vehicle details;
PNP-HPG clearance, if required for transfer;
Emission and inspection documents, if required by transfer process.

The buyer will use these documents for transfer of registration.

LXX. Certificate of Registration and Official Receipt

The seller should provide the vehicle’s Certificate of Registration and latest Official Receipt.

These documents show:

Registered owner;
Plate number;
Engine number;
Chassis number;
Make and model;
Year model;
Registration status;
Encumbrances, if any.

The details in the deed should match the CR and OR.

LXXI. Chattel Mortgage Release

If the vehicle was financed, the CR may show an encumbrance.

The seller should provide:

Release of chattel mortgage;
Cancellation of chattel mortgage annotation;
Bank clearance;
Original CR without encumbrance, if already updated;
Loan payoff documents.

A buyer should avoid purchasing a vehicle with unresolved encumbrance unless payoff mechanics are clearly agreed.

LXXII. Corporate Seller of Vehicle

If the vehicle is registered to a corporation, seller documents include:

Board resolution or secretary’s certificate;
Valid ID of authorized signatory;
Corporate registration documents;
Original CR and OR;
Deed of sale signed by authorized officer;
Corporate TIN;
Invoice or official receipt, if applicable.

PART FOUR

SALE OF SHARES OF STOCK

LXXIII. Seller’s Documents for Sale of Shares

For sale of shares in a Philippine corporation, seller documents may include:

Stock certificate;
Deed of sale or deed of assignment of shares;
Valid IDs of seller;
TIN;
Spousal consent, if applicable;
Corporate secretary’s confirmation of share ownership;
Board or corporate approvals, if restrictions apply;
BIR tax documents;
Documentary stamp tax proof;
Capital gains tax return, if applicable;
CAR/eCAR, if required for transfer in corporate books;
Shareholder agreement or right of first refusal waiver.

The corporation may refuse transfer in its books until taxes and restrictions are satisfied.

LXXIV. Stock Certificate

The seller must usually surrender the original stock certificate for cancellation and issuance of a new certificate to the buyer.

If the stock certificate is lost, the seller may need:

Affidavit of loss;
Bond, if required;
Publication or corporate process;
Board approval for replacement;
Compliance with corporate rules.

LXXV. Restrictions on Share Transfers

Some corporations have restrictions such as:

Right of first refusal;
Board approval requirement;
Lock-up period;
Foreign ownership limits;
Shareholder agreement restrictions;
Bylaw restrictions;
Regulatory approval.

Seller must provide waivers or approvals if required.

PART FIVE

SALE OF BUSINESS ASSETS

LXXVI. Seller’s Documents for Sale of Business Assets

For sale of equipment, inventory, business assets, or an entire business, seller documents may include:

Proof of ownership;
Inventory list;
Invoices;
Asset schedules;
Corporate authority;
Board or shareholder approval, if major asset sale;
Tax documents;
BIR registration details;
VAT invoices or official receipts, if applicable;
Permits and licenses;
Lease assignment approval, if premises included;
Employee-related documents, if business transfer affects employees;
Intellectual property assignments, if included;
Third-party consents;
Clearance from creditors, if assets are encumbered.

The seller must clearly identify what is being sold.

LXXVII. Sale of All or Substantially All Assets

If a corporation sells all or substantially all assets, the seller may need more than ordinary officer authority.

Documents may include:

Board approval;
Stockholder approval, if legally required;
Secretary’s certificate;
Audited financial statements;
Asset list;
Tax clearance;
Creditor consent;
Regulatory approvals;
Bulk sale or creditor notices, if applicable;
Warranties on liabilities.

A buyer should verify that the sale is properly authorized.

PART SIX

SPECIAL DOCUMENTARY ISSUES

LXXVIII. Proof of Authority to Receive Payment

If payment will be made to someone other than the seller, the buyer should require written authority.

Documents may include:

SPA authorizing receipt of payment;
Board resolution authorizing bank account;
Written payment instructions;
Escrow agreement;
Bank certification;
Joint payee instructions;
Seller’s signed acknowledgment.

Payment to an unauthorized person may not discharge the buyer’s obligation.

LXXIX. Seller’s Bank Details

For large transactions, payment is often made by manager’s check, cashier’s check, wire transfer, or escrow.

The seller may need to provide:

Bank account name;
Account number;
Bank branch;
Written payment instruction;
Proof account belongs to seller;
Tax or compliance documents;
Authority if account belongs to representative or corporation.

Buyers should avoid paying to unrelated personal accounts without clear authority.

LXXX. Broker Documents

If a broker is involved, seller-side documents may include:

Authority to sell;
Listing agreement;
Broker’s license or accreditation, if applicable;
Commission agreement;
Seller’s instruction on commission payment;
Receipt for commission.

The broker does not replace the seller. A broker’s authority to market property does not automatically include authority to sign deed or receive purchase price.

LXXXI. Authority to Sell Versus Authority to Sign

An “authority to sell” may only authorize a broker to find a buyer. It may not authorize the broker to sign the deed of sale.

For signing a deed, the seller must personally sign or issue a proper SPA.

The buyer should distinguish:

Authority to advertise;
Authority to negotiate;
Authority to receive earnest money;
Authority to sign contract;
Authority to receive full payment;
Authority to deliver title.

Each authority should be expressly stated.

LXXXII. Earnest Money and Reservation Payments

If the seller receives earnest money or reservation money, documents may include:

Receipt;
Reservation agreement;
Acknowledgment of earnest money;
Terms of forfeiture or refund;
Application to purchase price;
Deadline for deed signing;
Conditions for due diligence.

The seller should clearly state whether the amount is earnest money, option money, reservation fee, or down payment. These have different legal effects.

LXXXIII. Seller’s Warranties

The deed often includes seller warranties. Seller documents support these warranties.

Common warranties include:

Seller is lawful owner;
Seller has authority to sell;
Property is free from liens except disclosed;
Taxes and dues are paid up to agreed date;
No pending case affects the property;
No other sale or encumbrance exists;
Seller will defend buyer’s title;
Seller will cooperate in transfer.

If any warranty is false, the seller may be liable.

LXXXIV. Disclosure Documents

A seller should disclose material facts affecting the sale, such as:

Mortgage;
Adverse claim;
Pending litigation;
Boundary dispute;
Occupants;
Lease;
Unpaid taxes;
Unpaid dues;
Road right-of-way issue;
Zoning restriction;
Expropriation notice;
Informal settlers;
Structural defects, where relevant;
Previous sale or option.

Concealment may lead to rescission, damages, or criminal issues depending on facts.

LXXXV. BIR and Registry Consistency

The seller’s documents must be consistent across agencies.

Common inconsistencies include:

Different spelling of seller’s name;
Different civil status;
Different TIN;
Title area differs from tax declaration;
Tax declaration under previous owner;
Building not declared;
Wrong property address;
Uncancelled mortgage;
Missing spouse signature;
Deceased owner still on title.

These should be corrected before or during closing.

LXXXVI. Original Documents Versus Copies

Some agencies require originals or certified true copies.

Typically:

Notary verifies IDs and signatures;
BIR may require certified or photocopies with originals for verification;
Registry of Deeds requires owner’s duplicate title and notarized deed;
Local treasurer requires tax declaration and clearance;
Banks require original title and authority documents;
Condominium or homeowners’ associations require clearances.

The seller should keep copies but be prepared to present originals when required.

LXXXVII. Due Diligence Copies for Buyer

Before closing, the seller may provide copies of:

Title;
Tax declaration;
RPT receipts;
Seller IDs;
Marriage certificate or civil status documents;
SPA or corporate authority;
Association clearance;
Lease documents;
Mortgage payoff statement;
Survey plan.

Sensitive information such as full IDs, TINs, and bank details should be shared carefully and only when necessary.

LXXXVIII. Data Privacy Considerations

Seller documents contain personal data. Parties should handle them responsibly.

Personal data includes:

IDs;
TIN;
Address;
Birth date;
Civil status;
Signatures;
Bank details;
Tax records.

Documents should be used only for legitimate transaction purposes and should not be posted or shared unnecessarily.

PART SEVEN

EXECUTION AND CLOSING

LXXXIX. Pre-Signing Checklist for Seller

Before signing the deed, the seller should confirm:

The seller’s name is correct;
Civil status is correctly stated;
Spouse is included if required;
Property description matches title;
Purchase price is correct;
Payment terms are clear;
Tax allocation is clear;
Possession turnover date is clear;
Warranties are accurate;
Encumbrances are disclosed;
Authority documents are complete;
All signatories are available;
Notarial requirements are ready;
Closing deliverables are listed.

XC. Closing Deliverables of Seller

At closing, the seller may be expected to deliver:

Signed and notarized deed of sale;
Owner’s duplicate title;
Tax declarations;
RPT clearance;
Copies of IDs;
TIN information;
Spousal consent documents;
SPA or corporate authority;
Association clearances;
Keys and possession documents;
Utility account information;
Receipts for payment;
Mortgage release documents, if applicable;
Other documents agreed in the sale contract.

The buyer usually releases payment in exchange for these deliverables.

XCI. Turnover Documents

If possession is transferred, seller may provide:

Turnover certificate;
Key acknowledgment;
Inventory of furnishings, if included;
Utility meter readings;
Association endorsement;
Tenant turnover documents;
Move-out clearance;
Notice to occupants.

The deed transfers ownership, but turnover documents help establish actual delivery.

XCII. Post-Signing Seller Obligations

After signing, the seller may still need to cooperate in:

BIR tax processing;
Local transfer tax payment;
Registry of Deeds registration;
Assessor’s transfer;
Association transfer;
Utility transfer;
Correction of document discrepancies;
Execution of supplemental documents;
Cancellation of mortgage;
Delivery of remaining documents.

A deed should include a cooperation clause.

XCIII. Sample Cooperation Clause

The Seller undertakes to sign, execute, and deliver such additional documents and perform such acts as may be reasonably necessary to facilitate the payment of taxes, issuance of the Certificate Authorizing Registration, registration of this sale, cancellation of the Seller’s title, issuance of a new title in the Buyer’s name, and transfer of tax declarations and related records.

PART EIGHT

COMMON PROBLEMS AND REMEDIES

XCIV. Seller Refuses to Provide Documents

If the seller refuses to provide documents, the buyer should not proceed blindly.

Possible remedies:

Demand production;
Suspend payment;
Cancel reservation if due diligence fails;
Require escrow;
Require warranties and indemnity;
Walk away from the transaction;
Sue for breach if contract already exists.

A legitimate seller should be able to produce basic ownership and authority documents.

XCV. Seller Cannot Produce Original Title

If the seller cannot produce the original owner’s duplicate title, possible reasons include:

Title is with bank;
Title is lost;
Title is with another buyer;
Title is with a relative or co-owner;
Seller is not true owner;
Fraud.

The seller must explain and document the reason. The buyer should verify with the Registry of Deeds and avoid full payment without safeguards.

XCVI. Seller’s Spouse Refuses to Sign

If spouse consent is required and the spouse refuses, the sale may not proceed safely.

Possible paths:

Resolve marital property issue;
Obtain spouse’s consent;
Exclude property if seller cannot convey;
Seek court authority in special cases;
Cancel transaction.

A buyer should not rely on a seller’s promise that the spouse’s signature is unnecessary without legal basis.

XCVII. One Heir Refuses to Sign

If inherited property is being sold and one heir refuses, the other heirs generally cannot sell the entire property.

Options include:

Sell only participating heirs’ shares;
Negotiate with refusing heir;
Judicial settlement or partition;
Court-approved sale;
Wait until estate is settled.

The buyer should know whether they are acquiring the whole property or only shares.

XCVIII. Seller’s Title Has Annotation

If the title contains an annotation, the seller must provide documents showing whether it has been cancelled, settled, or assumed.

Common annotations include:

Mortgage;
Adverse claim;
Notice of lis pendens;
Attachment;
Levy;
Restrictions;
Right of way;
Easement;
Lease;
Encumbrance.

The deed should not say “free from liens” if the title shows otherwise.

XCIX. Seller’s Tax Declaration Is Not Updated

If tax declaration is under a previous owner, the seller may need to update it or explain the chain of ownership.

This may delay BIR and local transfer processes.

The buyer should require the seller to provide current tax declarations or documents sufficient for processing.

C. Seller Misrepresented Authority

If the seller or representative misrepresented authority, the buyer may have remedies such as:

Rescission;
Damages;
Criminal complaint for fraud or estafa, if elements are present;
Complaint against notary or broker, if involved;
Civil action for recovery of payment.

The best protection is document verification before payment.

PART NINE

PRACTICAL CHECKLISTS

CI. Individual Seller Real Property Checklist

For an individual seller:

Owner’s duplicate title;
Certified true copy of title;
Tax declaration;
Real property tax receipts;
Real property tax clearance;
Valid government IDs;
TIN;
Marriage certificate or proof of civil status;
Spouse’s ID and signature, if required;
SPA, if represented;
Association clearance, if condominium or subdivision;
Mortgage release documents, if applicable;
Lease documents, if occupied;
Affidavit of one and same person, if name discrepancy exists.

CII. Married Seller Checklist

Additional documents for married seller:

Marriage certificate;
Spouse’s valid ID;
Spouse’s TIN, if needed;
Spouse’s signature on deed or conformity;
Marriage settlement, if claiming separate property;
Proof property is exclusive, if applicable;
Court order if property regime was judicially changed.

CIII. Corporate Seller Checklist

For corporate seller:

Title;
Tax declaration;
RPT clearance;
Articles of incorporation;
Bylaws;
Latest general information sheet;
Board resolution;
Secretary’s certificate;
Valid ID of authorized signatory;
Corporate TIN;
BIR registration;
Shareholder approval, if required;
Mortgage or lien release documents;
Tax documents.

CIV. Estate Seller Checklist

For estate or heirs:

Death certificate;
Marriage certificate of deceased, if relevant;
Birth certificates of heirs;
Extrajudicial settlement or court settlement;
Estate TIN;
Estate tax documents;
CAR/eCAR for estate settlement;
Title;
Tax declaration;
RPT clearance;
IDs and TINs of heirs;
Publication proof, if extrajudicial settlement;
Court authority, if judicial settlement.

CV. Seller Through Attorney-in-Fact Checklist

If signing through attorney-in-fact:

SPA;
Seller’s valid ID;
Attorney-in-fact’s valid ID;
Seller’s TIN;
Spousal consent or spouse’s SPA, if required;
Proof principal is alive;
Consular acknowledgment or apostille, if SPA executed abroad;
Property documents;
Authority to receive payment, if payment will be made to attorney-in-fact.

CVI. Condominium Seller Checklist

For condominium seller:

CCT;
Certified true copy of CCT;
Tax declaration for unit;
Tax declaration for parking, if any;
RPT clearance;
Condominium dues clearance;
Admin certificate;
Master deed restrictions, if relevant;
Valid IDs and TIN;
Civil status documents;
SPA or corporate authority, if applicable;
Utility and turnover documents.

PART TEN

FREQUENTLY ASKED QUESTIONS

CVII. Does the seller need the original title before signing a deed of sale?

For real property, the seller should generally be able to produce the owner’s duplicate title. Without it, registration of the sale may be impossible or delayed unless replacement or release procedures are completed.

CVIII. Is a tax declaration enough to sell land?

For titled land, no. A tax declaration is not a substitute for title. It supports tax records but does not prove registered ownership. For unregistered land, it may be evidence of possession or claim, but additional proof is needed.

CIX. Does the seller’s spouse need to sign the deed of sale?

Often yes, especially if the property is conjugal, community property, acquired during marriage, or used as family home. The need for spousal consent depends on the property regime and facts.

CX. Can a seller abroad sell Philippine property?

Yes, through a properly executed Special Power of Attorney, usually notarized, consularized, or apostilled as required. The SPA must specifically authorize sale of the property.

CXI. Can an attorney-in-fact receive the purchase price?

Only if the SPA expressly authorizes receipt of payment. Otherwise, payment should be made directly to the seller or under clear written instructions.

CXII. What if the seller is dead but the title is still in the seller’s name?

The heirs or estate must settle the estate and obtain tax clearance or court authority as needed. A deceased person cannot sign a deed of sale, and an SPA issued by the deceased is no longer effective.

CXIII. Can one heir sell the whole property?

Generally, no. One heir can only sell their rights or share unless authorized by all other heirs or by court. To sell the entire property, all owners or authorized representatives must sign.

CXIV. What if the seller’s name on the title differs from the seller’s ID?

The seller may need an affidavit of one and the same person, civil registry documents, or correction documents. Serious discrepancies should be resolved before closing.

CXV. What if the property is mortgaged?

The seller must coordinate with the mortgagee. The buyer should require payoff computation, release documents, and clear mechanics for cancellation of mortgage.

CXVI. Who pays capital gains tax?

In practice, the seller commonly shoulders capital gains tax, but parties may agree otherwise. Regardless of agreement, the tax must be paid for transfer processing.

CXVII. Can a deed of sale be valid without notarization?

Between parties, a private deed may evidence an agreement, but notarization is normally required for registration and for the deed to be treated as a public document. For real property transactions, notarization is practically essential.

CXVIII. Can a corporation sell property through its president alone?

Not automatically. The corporation should issue a board resolution or secretary’s certificate authorizing the sale and the signatory.

CXIX. What if the title has an adverse claim?

The seller should resolve or disclose the adverse claim. The buyer should not proceed without understanding its effect and obtaining cancellation or adequate protection.

CXX. What documents should the seller give at closing?

At minimum, the signed notarized deed, owner’s duplicate title, tax declarations, tax clearances, IDs, TIN details, authority documents, and other clearances required by the transaction.

PART ELEVEN

SAMPLE SELLER DOCUMENT REQUEST LIST

CXXI. Sample Buyer’s Request to Seller

Subject: Request for Seller Documents for Deed of Sale and Due Diligence

Dear [Seller],

In connection with the proposed purchase of the property located at [address] and covered by [title number], may we respectfully request copies of the following documents for due diligence and preparation of the deed of sale:

Owner’s duplicate title and certified true copy of title;
Latest tax declaration for land and improvements;
Latest real property tax receipts and tax clearance;
Valid government-issued IDs of the registered owner/s;
TIN of the seller/s;
Marriage certificate and spouse’s valid ID, if applicable;
Special Power of Attorney, if the seller will be represented;
Association or condominium clearance, if applicable;
Mortgage release or loan payoff documents, if applicable;
Any documents relating to liens, annotations, leases, or occupants.

Thank you.

PART TWELVE

BEST PRACTICES

CXXII. Best Practices for Sellers

A seller should:

Verify the title before marketing the property;
Secure a recent certified true copy;
Pay real property taxes;
Settle association dues;
Resolve title annotations;
Prepare civil status documents;
Obtain spouse consent early;
Prepare SPA if abroad;
Secure corporate authority if juridical seller;
Disclose material issues;
Coordinate tax requirements;
Avoid signing inconsistent documents;
Keep copies of all closing papers;
Confirm payment before releasing original title;
Use escrow or bank-assisted closing for large transactions.

CXXIII. Best Practices for Buyers

A buyer should:

Verify title independently;
Confirm seller identity;
Check marital status and spousal consent;
Review annotations;
Inspect tax declarations and clearances;
Check actual possession;
Confirm association dues;
Validate SPA or corporate authority;
Avoid cash payments to unauthorized persons;
Use written payment and turnover terms;
Withhold final payment until deliverables are complete;
Require notarized deed;
Process taxes and transfer promptly.

CXXIV. Best Practices for Notaries and Brokers

Notaries and brokers should:

Confirm identity of signatories;
Review authority documents;
Avoid notarizing incomplete deeds;
Ensure personal appearance;
Verify signatures and IDs;
Make sure corporate authority is attached;
Avoid facilitating sales by unauthorized persons;
Keep notarial records properly;
Encourage parties to resolve discrepancies before signing.

CXXV. Conclusion

The seller’s documentary requirements for a deed of sale in the Philippines depend on the property being sold, the identity and status of the seller, and the intended registration or transfer process. For real property, the essential seller documents are the title, tax declaration, real property tax clearance, valid IDs, TIN, civil status documents, spousal consent where required, and authority documents if the seller is represented or is a juridical entity.

The deed of sale is only as reliable as the seller’s authority and supporting documents. A seller who cannot prove ownership, identity, capacity, tax compliance, or authority to sell may cause the transaction to fail or expose the buyer to disputes. A buyer should verify documents before payment, and a seller should prepare documents before closing.

The safest transaction is one where the seller’s title is clean, the seller’s identity is verified, all necessary spouses, co-owners, heirs, officers, or representatives have signed, taxes and dues are clear, and the deed is notarized and supported by complete transfer documents. In Philippine practice, documentary readiness is not a mere formality; it is the foundation of a valid, registrable, and enforceable sale.