Notarizing a Promissory Note When a Representative Is Abroad (Philippine Context)

Practical guide and deep-dive for individuals, businesses, and counsel. Philippine law context. This is general information, not legal advice.

1) The Big Picture

A promissory note (PN) is a written, unconditional promise by a maker to pay a payee a sum certain in money, on demand or at a determinable future time. In the Philippines, a PN may be negotiable (under the Negotiable Instruments Law, Act No. 2031) if it meets the statutory elements, or non-negotiable if it does not. Notarization is not required for validity of a PN between the parties, but it:

Converts the PN into a public document, giving it evidentiary weight and making it self-authenticating in court;
Is often required by counterparties (banks, enterprises) and for registration if the PN is tied to a real estate mortgage or chattel mortgage;
Is frequently paired with Documentary Stamp Tax (DST) compliance.

When a representative (attorney-in-fact) must sign the PN while abroad, or when any signatory is outside the Philippines, rules on personal appearance, identity verification, and foreign notarizations/apostilles come to the fore.

2) Legal Foundations to Keep in Mind

Negotiable Instruments Law (NIL): defines promissory notes and negotiability requirements.
Civil Code: general contract rules; agency (authority of representative via Special Power of Attorney or corporate authority).
2004 Rules on Notarial Practice (RNP) (as amended): governs notarization in the Philippines, including personal appearance, competent evidence of identity (CEI), venue/jurisdiction of notaries, and form of acknowledgments/jurats.
Apostille & Consularization: The Philippines recognizes the Apostille Convention. Foreign public documents (e.g., a Special Power of Attorney or a PN notarized abroad) generally require an apostille (if issued in a Convention country) or consular authentication (if issued in a non-Convention country) for use in the Philippines.
Tax Code (DST on debt instruments/loan agreements): PNs typically attract Documentary Stamp Tax. Rates, bases, and deadlines change from time to time—verify the current BIR rules applicable to your instrument and amount.

3) Who Signs What, and With Which Authority?

A. Individuals

Maker (Borrower): signs the PN.
Representative: must have a Special Power of Attorney (SPA) specifically authorizing execution and delivery of a promissory note (and, if applicable, loan agreements, mortgages, waivers, settlement/renewal, receipt of proceeds, consents to interest/penalties, etc.).
Spouses: A spouse may sign individually, but liability of conjugal/community property depends on use/benefit and applicable property regime. When in doubt, obtain spousal consent or have both spouses sign.

B. Corporations/Partnerships

Signatory acts per board resolution/secretary’s certificate or by corporate SPA.
Notary will look for CEI of the signatory and proof of authority (board resolutions, certificates, Articles/By-Laws excerpts, certificate of incumbency).

4) Notarization Basics (Philippines)

Personal appearance is mandatory. The person whose signature is being notarized must personally appear before the Philippine notary.
Venue/jurisdiction: Notaries are commissioned within a specific city/province; notarizations must be done within their territorial jurisdiction.
Competent Evidence of Identity (CEI): Typically government-issued photo ID with signature (Philippine passport, driver’s license, UMID, etc.). For foreigners, passport or comparable official ID. If the ID lacks signature or there’s doubt, the notary may require credible witnesses per the RNP.
Form: Most PNs are notarized via an acknowledgment (signer acknowledges that the instrument is their free act and deed). Jurats are used when the signer swears to the truth of the contents—less common for PNs.

Key takeaway: A Philippine notary cannot notarize a signature that was affixed outside the Philippines or without personal appearance. If a signatory is abroad, use either a Philippine Embassy/Consulate or a local foreign notary + apostille/consular authentication.

5) When the Representative Is Abroad: Your Options

Option 1: Have the Representative Sign and Notarize at a Philippine Embassy/Consulate

Embassies/consulates can perform consular notarization (acknowledgment/jurat) on the PN or on the SPA.
A PN consularly notarized is generally acceptable in the Philippines without further apostille because the Philippine consulate notarized it as a Philippine public officer.
Pros: Familiar to Philippine institutions; straightforward acceptance.
Cons: Appointment lead time; distance/travel for the representative.

Option 2: Have the Representative Sign Before a Local Notary Abroad, Then Apostille

The representative signs the PN (or SPA) before a local notary public in the foreign country.
Obtain an apostille from that country’s competent authority. If the country is not an Apostille member, obtain consular authentication from the Philippine Embassy/Consulate.
Present the apostilled/consularized document in the Philippines.
Pros: Often faster locally for the representative.
Cons: Requires navigating that country’s apostille/consular process; confirm document formats and seals.

Option 3: Have the Principal Issue an SPA Abroad (Consularly Notarized or Apostilled), Then the Attorney-in-Fact in the Philippines Signs the PN Before a Philippine Notary

The principal abroad executes an SPA (authorizing the attorney-in-fact in the Philippines to sign the PN). The SPA is consularly notarized or apostilled.
The SPA is brought to the Philippines; the attorney-in-fact personally appears before a Philippine notary to sign the PN on the principal’s behalf, presenting the SPA and CEI.
Pros: Keeps the PN as a Philippine-notarized document; convenient for the principal if they can’t sign the PN itself.
Cons: Adds a step (preparing and authenticating the SPA abroad).

Tip: If both the PN and the SPA are executed abroad, make sure each bears the appropriate apostille/consular authentication, unless done at a Philippine consulate.

6) Documentary Stamp Tax (DST) & Timing

PNs typically fall within debt instruments/loan agreements subject to DST. The amount depends on the principal/issue price and current law.
Institutions often require proof of DST payment or arrangement (e.g., eDST) around issuance. Non-payment can raise enforceability and penalty issues.
Coordinate early with the BIR eDST process or with the institution’s standard DST workflow.

7) Interest, Penalties, and Enforceability

Usury law ceilings are effectively suspended, but courts may strike down or reduce unconscionable interest/penalty rates. Draft reasonable interest, default interest, and liquidated damages.
Include clear payment schedules, grace periods (if any), acceleration clauses, application of payments, currency, netting, set-off, and costs of collection/attorney’s fees.
For secured PNs:
- Real Estate Mortgage (REM): must be notarized and registered to bind third parties.
- Chattel Mortgage (CM): must be notarized and registered with the appropriate Registry of Deeds (and CM notary form/affidavit of good faith).

8) Litigation, Small Claims & Prescription

Small Claims: Monetary claims based on PNs may qualify under the Rules of Procedure for Small Claims Cases (limit periodically updated). Small claims are summary and do not require lawyers in some instances—check current thresholds.
Ordinary civil action for sum of money if above small-claims threshold or if complexity dictates.
Prescription: Actions upon a written contract generally prescribe in ten (10) years, counted from breach/maturity (separate rules may apply to negotiable instruments’ presentment/notice, though the maker’s liability on a PN is primary).

9) E-Signatures and Remote Notarization

Electronic signatures are recognized under the E-Commerce Act for many private contracts. A PN may be valid electronically between parties.
However, notarization normally requires physical personal appearance under the RNP, unless a specific Supreme Court framework allows remote notarization under bounded conditions. Availability and requirements vary; many notaries still require in-person appearance.

10) Common Pitfalls (and How to Avoid Them)

No specific authority in SPA
- State exact powers: “to execute, sign, and deliver promissory notes, loan agreements, and related security documents; to agree to interest, penalties, renewals, extensions, and restructurings,” etc.
Expired or defective notarization
- Ensure notary’s commission is current; the acknowledgment matches the venue; document is complete (no blanks); pagination and paraphing/initialing on every page where required by practice.
Insufficient CEI
- Bring primary government IDs. For foreigners: passport. If ID is insufficient, bring credible witnesses who know the signatory, with their IDs.
Wrong jurisdiction/venue
- Don’t notarize outside the notary’s commissioned area.
Missing apostille/consular authentication (for documents signed abroad)
- Confirm country status (Apostille vs. non-Apostille) and obtain the right authentication.
Skipping DST
- Coordinate eDST early; staple or reference DST proof according to standard practice.
Unconscionable interest/penalty
- Use rates aligned with market practice; define default interest and penalty carefully.
Ambiguous payment terms
- Specify due dates, installment schedule, place/mode of payment, and banking days.
Mismatched names and capacities
- Names in the PN, SPA, and IDs must match (including middle names, suffixes). For corporate signers, reflect official titles and authority.
Missing consents

If collateral or conjugal property might be affected, get spousal/co-owner or board approvals as needed.

11) Practical Checklists

A. If the Representative Is Abroad and Will Sign the PN There

Draft PN with full signing block indicating representative’s capacity (“Juan Dela Cruz, as Attorney-in-Fact of Maria Santos, per SPA dated…”).
Arrange foreign notarization + apostille (or consular authentication if non-Apostille country).
Keep original wet-ink with the apostille/consular seal attached.
Prepare supporting SPA (also apostilled/consularized) and attach a copy when presenting the PN in the Philippines.
Attend to DST.

B. If the Principal Is Abroad but Wants the PN Signed in the Philippines by an Attorney-in-Fact

Principal executes an SPA abroad (consularly notarized or apostilled).
Attorney-in-fact in the Philippines:
- Brings original SPA and valid ID(s);
- Personally appears before the Philippine notary to sign the PN on the principal’s behalf.
Attend to DST and, if applicable, security documents (REM/CM) with registration.

C. If Using a Philippine Embassy/Consulate

Book an appointment; bring passport and draft PN/SPA per post’s format.
Consular officer notarizes; retain the original for use in the Philippines.
Confirm if the receiving bank/counterparty prefers consular notarization over apostille.

12) Drafting Essentials for the PN

Include at least:

Parties: Full legal names, IDs, addresses.
Principal amount: Numeric and in words (resolve inconsistencies).
Interest: Rate, compounding (if any), day-count, change mechanism (if variable), default interest.
Term/Maturity: Date(s) or determinable formula; for demand notes, say so expressly.
Installments: Schedule, allocation of partial payments (interest first?).
Fees/Charges: Late fees, penalties, prepayment charges (if any).
Acceleration: Trigger events (e.g., default, insolvency, misrepresentation) and effect.
Taxes: Gross-up, DST handling (who pays).
Notices: Addresses, electronic notice consent (if desired).
Governing Law/Venue: Typically Philippines; specify courts or arbitration if agreed.
Severability, No Waiver, Entire Agreement.
Signature blocks: Clear capacity (individual/corporate/attorney-in-fact), with attestation and acknowledgment page.
Annexes: Payment schedule; SPA copy; corporate authorities; IDs.

13) Sample Language (Illustrative Only)

A. Signature Block (Attorney-in-Fact)

Signed this ___ day of __________ 20___.

JUAN DELA CRUZ
Attorney-in-Fact of
MARIA SANTOS
Per SPA dated __________ (apostilled/consularized)

B. Acknowledgment (Philippine Notary – Individual by Attorney-in-Fact)

REPUBLIC OF THE PHILIPPINES ) ___________________________ ) S.S.

BEFORE ME, a Notary Public for and in _______, this ___ day of __________ 20, personally appeared JUAN DELA CRUZ, with [ID Type/No./Date/Place], known to me and to me known to be the same person who executed the foregoing Promissory Note as Attorney-in-Fact of MARIA SANTOS, by virtue of a Special Power of Attorney dated __________, and acknowledged that the same is his free act and deed and the free act and deed of the principal.

I HEREBY CERTIFY that I have examined the signatory and satisfied myself that he voluntarily executed and understood the instrument.

WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place first above written.

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

C. Core SPA Powers (Abbreviated)

“To borrow sums of money, execute, sign, and deliver promissory notes, loan agreements, and any renewals, extensions, or restructurings thereof;
To agree to interest, default interest, penalties, fees, and other charges as may be usual or required;
To receive loan proceeds, issue receipts, and make payments;
To execute security documents (real estate/chattel mortgages, assignments), consents, waivers, and amendments;
To appear before notaries, government or private offices, and do all acts necessary to effect the foregoing.”

(Ensure full identification of the principal and attorney-in-fact, with specimen signatures and notarization.)

14) Special Cases & Practical Notes

Multiple jurisdictions: If the PN will circulate or be enforced outside the Philippines, consider governing law, jurisdiction, and service of process provisions accordingly.
Currency: If foreign currency obligations are involved, draft payment currency, local currency equivalent, and FX provisions carefully.
Data privacy: Limit personal data to what’s necessary; include a privacy notice/consent if sharing information with processors (e.g., credit check).
Blanks & alterations: Do not notarize with blanks; any post-execution edits should be initialed and, if material, re-acknowledged.
Witnesses: Not typically required for PNs, but some institutions prefer two instrumental witnesses; add lines for them if requested.

15) Quick Decision Tree

Is any signer abroad?
- Yes → Choose Consular Notarization or Local Notary + Apostille.
- Or issue SPA abroad, then have the attorney-in-fact sign in the Philippines before a Philippine notary.
Is there collateral?
- Yes → Ensure notarization + registration (REM/CM) and any spousal/board consents.
Institutional requirements?
- Check DST, ID/CEI, format clauses, witnesses, and originals.
Court readiness?
- Keep original wet-ink, apostille/consular pages, ID copies, and authority documents together.

16) Templates (Ultra-Brief)

Promissory Note Header

PROMISSORY NOTE
Amount: PHP __________
Date: __________
Place: __________

(Follow with principal promise, interest/default clauses, installments or demand feature, acceleration, costs, notices, law/venue, signatures, acknowledgment.)

SPA Caption

SPECIAL POWER OF ATTORNEY
(to execute and deliver Promissory Notes and related loan/security documents)

(Follow with parties’ full details, enumerated powers, effectivity, ratification, notarization.)

17) Final Pointers

Plan the path of notarization early: embassy/consulate vs. apostille vs. SPA-then-local notarization.
Over-document authority (SPA/resolutions) and identity (IDs), especially across borders.
Align with counterparties’ checklists (banks, registries) to avoid re-execution.
Mind DST and keep proof with the PN set.
Use prudent rates/charges and crystal-clear payment mechanics to minimize disputes.

If you’d like, tell me your situation (who’s abroad, where, individual or corporate, with or without collateral), and I’ll tailor a checklist and draft language to match.