Here’s a practitioner-grade legal article on Reuse of a Special Power of Attorney (SPA) for Multiple Land Sales in the Philippines—comprehensive but still general information (not legal advice).
Executive takeaways
- You can reuse one SPA to cover several parcels and more than one sale—if and only if the SPA’s text clearly authorizes (a) the sale of immovable property, and (b) which properties (or a well-defined class of them), and (c) how many transactions/what terms the agent may conclude.
- Because selling land is an act that requires “special powers” (Civil Code, Art. 1878), courts, registries, and buyers expect precision. A vague, catch-all “sell anything of mine” clause is risky and may be rejected for registration.
- For conjugal/community or co-owned land, all owners (or their own SPAs) must consent. Without proper spousal/co-owner authority, the sale is void as to their share.
- An SPA terminates by revocation, death, incapacity of the principal, expiration, or full performance, unless it’s an agency coupled with an interest (narrow, exceptional).
- Best practice: one master SPA with Schedules (TCT/TD numbers, areas, locations), explicit multi-sale authority, and ancillary powers (receive price, sign deed, pay taxes, secure eCAR, etc.). Then reuse it for each deed of sale—until it’s revoked or expires.
Why a “special” power is mandatory
Under Art. 1878 (Civil Code), an agent needs special authority to (among others):
- Sell real property (immovables) or create real rights over it (e.g., mortgage, easement).
- Receive the price (unless the power to receive is clearly implied/expressly granted).
- Compromise, submit to arbitration, or waive rights, etc.
Implications:
- The SPA must say “to sell” (or words of equal certainty). “To manage” or “to administer” is not enough.
- If you want the agent to receive the price, issue receipts, cancel/settle, grant extensions, sign tax filings, or appoint sub-agents, say so.
Reusing one SPA for multiple properties and multiple closings
1) Scoping the authority
A reusable SPA should answer:
Which land?
- Identify by TCT/OCT number(s) (or tax declarations for untitled land), lot/block, survey number, area, location.
- For many parcels, attach Schedule A listing each property; the SPA should incorporate schedules “as may be updated by the Principal by notarized addendum.”
How many sales?
- State that the agent may “execute one or more Deeds of Absolute Sale” for any or specified parcels, individually or collectively, and at different times.
- If you want to limit to one sale only, say so expressly (e.g., “one transaction only”).
Price & terms guardrails
- Set a minimum price or a pricing formula (“not less than ₱___ per sqm” or “prevailing appraised value but not below ₱___”).
- Define payment modes (cash, bank take-out, installment), earnest-money limits, escrow, who holds title until full payment, and when possession passes.
Ancillary powers (critical for registration & taxes)
- Sign: deeds (absolute/conditional), acknowledgments, undertakings, delivery/receipt.
- Receive: down payments/balance; issue receipts; deposit to escrow/bank account.
- Process: BIR CGT/creditable withholding, DST returns, secure eCAR, pay local transfer tax, get tax clearances, request CTCs of title, cause annotation at the Registry of Deeds (RoD).
- Deal with agencies: BIR, LGU, RoD, DENR/LRA as applicable; settle/condone minor arrears (e.g., RPT, HOA dues) up to a cap.
- Subdivide/consolidate (if needed), apply for survey approvals, reconstitution (if title lost/ destroyed), and re-issuance of owner’s copy.
- Appoint sub-agents (only if desired), limited to ministerial acts or broadly—be explicit.
Self-dealing ban/consent
- Art. 1491 generally bars an agent from purchasing the property he administers. If you wish to allow the agent (or relatives/affiliates) to buy, include a clear waiver/consent—many registrars still view this cautiously.
2) When a single SPA won’t suffice
- Co-owned property: each co-owner must sign the deed or issue an SPA in favor of the selling agent. One owner’s SPA does not bind the others.
- Conjugal/community: disposition needs spousal consent (Family Code). If only one spouse signs the SPA, the other must co-sign the deed or issue a separate SPA.
- Corporate owners: use a board resolution/Secretary’s Certificate authorizing signatories (or corporate SPA).
- Trust/estate: administrator/executor/ trustee needs court/ instrument authority.
Formalities: making the SPA valid and registrable
- Notarization (Philippines): SPA must be acknowledged before a Notary Public; affix IDs; include notarial details (roll no., PTR, IBP, commission, venue/date).
- Executed abroad: have the SPA acknowledged at a Philippine Embassy/Consulate or notarized locally and apostilled (or consularized if the country isn’t an Apostille party).
- Language: English or Filipino; if executed in another language, attach a sworn translation.
- Originals for RoD: Registry typically requires the original SPA (or a certified/authenticated copy) to be presented with the Deed of Sale for annotation/verification.
- Validity period: If you set an expiration, the authority lapses at that date. Without a date, it persists until revoked, fulfilled, or otherwise terminated by law.
Termination, revocation, and third-party protection
- Automatic termination: death, civil interdiction, insanity, insolvency of the principal; fulfillment of the specific mandate; expiration.
- Revocation: must be communicated to the agent and to persons who might deal with the agent. Best practice: execute a Notarized Revocation, serve it on the agent/brokers, and annotate on each TCT at the RoD (protects against later “sales” by the former agent).
- Agency coupled with an interest (Art. 1927): narrowly construed; typically irrevocable until the secured interest is satisfied (e.g., SPA given as security to sell and repay a debt from proceeds). Don’t rely on this unless clearly applicable.
Using one SPA in successive closings: operational checklist
Before each sale
- Confirm the property is listed in the SPA/Schedule (or properly added by notarized addendum).
- Verify title status (encumbrances, adverse claims, liens).
- Check taxes (RPT, penalties), zoning/tenure issues, and HOA dues.
- Ensure spousal/co-owner consents are on hand for this parcel.
- Align with price/terms caps in the SPA; obtain a supplemental authority if needed.
In the deed
- Recite the SPA’s details (date, notary, doc no./book/page; apostille/consular ref if abroad).
- Attach a copy of the SPA (and Schedule) to the deed submitted for registration.
- Include warranty scope (title, eviction, liens), tax-bearing clauses (who pays CGT/DST/local transfer), and delivery/possession timing.
Post-closing
- File BIR returns (CGT/CWT/DST) and secure eCAR.
- Pay local transfer tax and RoD fees, lodge for registration and issuance of new TCT.
- Turn over official receipts, acknowledgment of price, and keys/possession instrument if applicable.
Buyer due diligence (when dealing with an agent using a reusable SPA)
- Demand the original SPA (or duly authenticated copy) and verify identity of principal and agent (government ID, liveness).
- Match the property to the SPA’s Schedule; if not listed, ask for a notarized addendum by the principal.
- Check limits: minimum price, installment caps, ability to receive the price, escrow requirement, earnest money ceiling.
- Confirm no revocation: ask for a Certification/Undertaking and conduct RoD annotation check; consider serving a demand for confirmation to the principal for high-value deals.
- Spousal/co-owner consents: obtain or confirm originals.
- Avoid self-dealing traps: if the agent or a related party is the buyer, insist on express waiver in the SPA and stronger proof of principal’s informed consent.
Common drafting pitfalls (and how to fix them)
- “To manage” only → Add explicit “to sell” and “to receive the purchase price” language.
- No property list → Attach a schedule with TCT numbers and legal descriptions; allow addenda.
- Silent on price → Add minimum price or authorize market-based pricing with written principal approval for exceptions.
- No tax/registration powers → Add BIR/LGU/RoD powers and eCAR processing authority.
- Conjugal/co-owned property unnamed → Include spousal/co-owner consent blocks or require separate SPAs.
- No revocation protocol → Insert a clause on how revocation is served and the agent’s duty to cease acting upon notice.
Model clause pack (extracts you can adapt)
Grant of authority for multiple parcels/closings
“Principal authorizes Agent to sell, for cash or on terms, one or more of the real properties listed in Schedule A hereto (as may be supplemented by notarized addendum), to such buyers and at such times as Agent may determine, subject to the Minimum Price and Terms Parameters in Schedule B.”
Receipt and settlement authority
“Agent may receive and issue receipts for earnest money and purchase price, open and sign escrow instructions, execute deeds, tax filings, and acknowledgments, pay/withhold taxes and fees, and secure eCAR and new titles for buyers.”
Price guardrail
“No sale below ₱____/sqm or ₱____ total without Principal’s prior written approval.”
Co-owner/spousal consent line
“For parcels under conjugal/community or co-ownership, this SPA is effective only with the written consent/SPAs of the other spouse/co-owners attached as Schedule C.”
Sub-agency (optional)
“Agent may appoint sub-agents for ministerial acts (lodging papers, pick-ups) but remains fully liable; no authority to delegate sale pricing/signature unless Principal gives written approval.”
Self-dealing waiver (if desired)
“Principal consents that Agent or Agent’s affiliate may purchase any parcel listed, provided price is not below Schedule B minimum and full disclosure is made in the deed. (Note: registrars may scrutinize.)”
Revocation and expiry
“This SPA expires on [date] unless earlier revoked by a notarized notice served on Agent and filed for annotation with the RoD for the affected titles.”
Interaction with special regimes
- Agrarian, ancestral domain, protected areas, foreshore: An SPA cannot authorize a sale that is legally restricted. Ensure tenure/checks before closing.
- Subdivisions/condos: Developers/HLURB-DHSUD rules may require project-level consents; the SPA does not cure regulatory non-compliance.
- Double sale risk (Art. 1544): If the same parcel is sold twice (e.g., rogue agent misuses SPA), good-faith buyer who first registers generally prevails for titled land; for unregistered land, first possessor in good faith. This is why title/annotation checks and principal confirmation matter.
FAQs
Q1: Can a single SPA cover future-acquired properties? A: Safer to avoid. Limit to identified parcels; add new parcels via notarized addendum.
Q2: Must the SPA state the exact price? A: Not strictly, but for safety and to pass due diligence, include a minimum price or pricing framework.
Q3: Can the agent sign multiple deeds over months/years? A: Yes, if the SPA allows multiple transactions and remains effective (not revoked/expired and principal alive/competent).
Q4: May the agent receive the full price? A: Only if expressly authorized. Many sellers require escrow or pay-to-principal to reduce risk.
Q5: What if the principal dies after SPA but before registration? A: The agency ends at death; acts after death are void, save for narrow “agency coupled with an interest” scenarios. Coordinate with the estate.
Bottom line
A well-drafted SPA can be reused to sell several parcels and close multiple sales—but only if it’s specific, properly executed/authenticated, and backed by the right consents and tax/registration powers. To avoid void or unregistrable transfers, (1) spell out the properties, (2) define price/term parameters, (3) arm the agent with BIR/LGU/RoD powers, and (4) document co-owner/spousal approval. Pair the reusable SPA with disciplined due diligence (title/taxes/encumbrances) for each closing, and annotate revocations promptly to prevent abuse.
If you want, I can convert this into a ready-to-sign SPA template with Schedules A–C (properties, pricing, consents) tailored to your parcels (TCT numbers, cities/municipalities) and your preferred price guardrails.