Dual citizens of the Philippines, by virtue of Republic Act No. 9225 (the Citizenship Retention and Re-acquisition Act of 2003), retain full civil rights as Philippine citizens, including the absolute right to own, possess, and dispose of real property anywhere in the archipelago. The 1987 Constitution and the Civil Code of the Philippines expressly prohibit aliens from acquiring private agricultural or urban lands, yet dual citizens are not treated as aliens for domestic legal purposes. Consequently, a dual citizen may sell Philippine real property in the same manner as any other Filipino citizen, whether residing in the country or abroad. When personal appearance before the Registry of Deeds, the notary, or the buyer is impractical, a Special Power of Attorney (SPA) becomes the indispensable legal instrument that authorizes a representative to execute the sale, sign the Deed of Absolute Sale, receive the purchase price, deliver the owner’s duplicate certificate of title, and perform all acts necessary to consummate and register the transfer.

Legal Foundations

The law on agency is codified in Articles 1868 to 1932 of the Civil Code of the Philippines. A contract of agency is perfected by mere consent, but when the object is the disposition of immovable property, the authority must be conferred in a public instrument (notarized document) under Article 1878 and Article 1358. Presidential Decree No. 1529 (Property Registration Decree) further requires that any instrument affecting registered land, including an SPA used to sell it, must be presented to the Register of Deeds for annotation or as supporting document to the deed of sale. Republic Act No. 9225 and its Implementing Rules and Regulations (IRR) confirm that dual citizens enjoy parity with natural-born Filipinos in property transactions; the oath of allegiance taken under RA 9225 restores all civil rights without need for naturalization.

When an SPA Is Mandatory or Advisable

An SPA is required whenever the dual-citizen owner cannot personally:

Appear before a notary to execute the Deed of Absolute Sale;
Present the owner’s duplicate title and tax declarations;
Receive payment and issue receipts;
Sign the application for cancellation of the old title and issuance of a new one in the buyer’s name;
Execute affidavits of non-tenancy, capital-gains-tax declarations, or BIR forms;
Authorize the agent to pay taxes, obtain clearances (barangay, municipal, BIR, DENR if agricultural), and submit documents to the Registry of Deeds.

A general power of attorney is insufficient; the authority must be special and explicit. Philippine jurisprudence consistently holds that authority to sell land must be clear, express, and specific as to the property, the price (or authority to fix the price within stated parameters), and the identity of the agent.

Parties to the SPA

Principal – The dual citizen who owns the property.
Attorney-in-Fact (Agent) – Any capacitated natural person (at least 18 years old, of sound mind, and not otherwise disqualified). The agent is most commonly a Filipino relative, lawyer, or trusted resident of the Philippines to avoid complications in registration.

Essential Contents of a Valid SPA for Dual Citizens

A compliant SPA must contain the following:

Full name of the principal, including maiden name if married, and all aliases used in title documents;
Complete present and permanent addresses (Philippine and foreign);
Explicit statement of dual citizenship: “I am a Filipino citizen by birth/re-acquisition under RA 9225, and a citizen of [foreign country]”;
Details of Philippine passport and foreign passport (number, date and place of issue);
Date and place where the Oath of Allegiance was taken and the Order of Approval (if reacquired citizenship);
Civil status, tax identification number (TIN), and Philippine residence certificate (if any);
Exact description of the property to be sold (lot number, block number, TCT/CCT number, area in square meters, location, boundaries, and improvements);
Specific powers granted, using the phrase “to sell, transfer, convey, and dispose of” the described property “for such price and under such terms and conditions as my said attorney-in-fact may deem proper”;
Authority to sign the Deed of Absolute Sale, receive the full purchase price in cash, check, or wire transfer, issue official receipts, deliver the title, execute all tax declarations and affidavits, pay all taxes and fees, and perform all acts necessary to effect registration of the sale;
Duration of the power (may be for a definite period or “until revoked”);
Ratification clause: the principal ratifies all acts performed by the agent in good faith;
Revocation clause (optional but recommended);
Date and place of execution;
Signature of the principal;
Signature of two (2) witnesses who know the principal.

Execution and Notarization

When the principal is in the Philippines
The SPA must be signed in the presence of a duly commissioned Philippine notary public. The notary shall require competent evidence of the principal’s identity (Philippine passport, foreign passport, or other government-issued ID with photo and signature) and proof of dual citizenship (Oath of Allegiance, Bureau of Immigration Order of Approval, or annotated passport). The notary affixes the notarial seal, enters the document in the notarial register, and issues the required notarial certification.

When the principal is abroad
The SPA must be executed and acknowledged before a Philippine consular officer at the nearest Philippine Embassy or Consulate. The consular officer performs the notarial act, affixes the consular seal, and issues the “Authentication of Signature” or “Consularized SPA.” This document is immediately valid in the Philippines without further authentication.

If the principal insists on signing before a foreign notary in a non-Philippine jurisdiction, the document must undergo the following additional steps to be acceptable to Philippine Registries of Deeds:

Apostille (if the foreign country is a party to the 1961 Hague Apostille Convention);
Authentication by the Philippine Embassy/Consulate in that country (red ribbon);
Submission to the Department of Foreign Affairs (DFA) in Manila for verification if required by the particular Registry of Deeds.

In practice, consular execution is strongly preferred and eliminates delays and rejections.

Registration of the SPA Itself

While the SPA need not be registered with the Registry of Deeds in advance, prudent practice is to have it annotated on the title or presented together with the Deed of Absolute Sale. Many Registries require the original notarized or consularized SPA to be submitted in at least two copies (one retained by the Registry, one returned to the agent after annotation). The agent’s authority is verified against the face of the SPA; any ambiguity in the description of the property or the extent of powers will cause outright rejection of the registration.

Supporting Documents Typically Required Alongside the SPA

Owner’s duplicate certificate of title (or certified true copy if lost);
Latest tax declaration and real-property tax clearance;
BIR Certificate Authorizing Registration (CAR) or Certificate of Creditable Withholding Tax (if applicable);
Proof of dual citizenship of the principal (photocopy of Oath of Allegiance and passport pages showing Philippine citizenship);
Valid identification of the agent;
Special Power of Attorney itself (original or certified true copy);
Marriage contract (if the property is conjugal and the spouse’s consent is required);
Death certificate and extrajudicial settlement (if the property passed through inheritance).

Common Issues Encountered with Dual-Citizen SPAs and How to Avoid Them

Failure to state dual citizenship explicitly leads to citizenship verification delays.
Vague property description (e.g., “my land in Quezon City” instead of TCT number and technical description) results in rejection.
Use of a foreign-language SPA without official English translation and consular authentication.
Expired or improperly notarized consular seal.
Agent lacking capacity or being an alien (although not strictly prohibited, alien agents trigger additional scrutiny).
Revocation not communicated to the Registry after the SPA has been used.

To avoid these, legal practitioners recommend that the principal and agent execute a joint affidavit confirming the SPA remains unrevoked at the time of sale.

Duration, Revocation, and Termination

An SPA remains effective until:

The period stated expires;
The principal dies (death automatically revokes the agency unless the SPA is coupled with an interest);
The principal becomes incapacitated (unless the SPA provides otherwise);
The principal expressly revokes it in a notarized instrument;
The agent renounces the agency;
The purpose is accomplished or becomes impossible.

Notice of revocation must be given to the agent and, for registered land, presented to the Registry of Deeds to cancel any prior annotation.

Tax and Fiscal Considerations (Directly Affecting Validity of SPA Transactions)

Although the SPA itself does not create tax liability, the sale it authorizes triggers:

Capital Gains Tax (6% of the higher of selling price or zonal value);
Documentary Stamp Tax (1.5% of the selling price or zonal value);
Local transfer tax (0.5%–0.75% depending on city/municipality);
Withholding tax if the seller is a non-resident (but dual citizens are residents for tax purposes if they meet BIR residency tests).

The agent is authorized to pay these taxes only if the SPA expressly grants that power.

Jurisprudential Safeguards

The Supreme Court has repeatedly ruled that an SPA for the sale of land must be strictly construed. In Ang v. Court of Appeals and Dela Cruz v. Dela Cruz, the Court voided sales where the SPA omitted the specific authority to sell or failed to identify the property with sufficient certainty. Dual citizenship does not alter these evidentiary standards; the SPA must still meet the same formal and substantive requirements as that of a natural-born Filipino.

In summary, a dual citizen selling Philippine real property through an SPA must ensure the instrument is executed with absolute precision as to citizenship disclosure, property identification, and scope of powers; notarized or consularized in accordance with Philippine rules; and supported by clear proof of dual citizenship under RA 9225. When these requirements are met, the SPA serves as a complete, secure, and efficient substitute for the principal’s personal appearance, enabling seamless transfer of title while preserving all legal rights and protections afforded to Filipino citizens.