A “unilateral deed of sale” is an instrument signed by only one contracting party—typically the seller—that memorializes a sale that has already been perfected and delivered. While most deeds of sale in the Philippines are bilateral (signed by both seller and buyer), there are limited scenarios where a unilateral deed is valid and registrable. This article explains when unilateral deeds are appropriate, their legal basis, risks, formalities, taxes and fees, and provides a practical template.

1) Core concepts under the Civil Code

Perfection of sale. A sale is perfected by mere consent as to the object and price (Civil Code Art. 1475).
Transfer of ownership. Ownership passes upon delivery (tradition), not upon perfection (Arts. 1477, 1495–1501).
- Constructive delivery through a public instrument is recognized (Art. 1498, first paragraph), provided the seller had control/possession and there is no contrary stipulation.
Form. As a rule, sales are consensual. Writing is required for enforceability under the Statute of Frauds (e.g., sale of real property; sale of goods ≥ ₱500) and for registration against third persons (Arts. 1356, 1403[2], 1625 and related provisions).
Notarization. Converts the deed into a public document, giving it public faith and making it registrable in the Registry of Deeds (Land Registration Authority practice).

Implication: A notarized unilateral deed executed by the seller may constitute constructive delivery and proof of transfer, if the sale is already consummated and there is evidence of payment and buyer’s acceptance.

2) When a unilateral deed of sale is commonly used

Judicial and forced sales (unilateral by an officer):
- Sheriff’s Certificate of Sale (execution sale of real property).
- Extrajudicial foreclosure (Act No. 3135): certificate issued by the sheriff/notary/mortgagee’s representative after auction.
- Real property tax delinquency sales (Local Government Code): certificate/bill of sale by the treasurer.
- These are unilateral because the conveyance is by operation of law or court process.
Administrator/guardian sales:
- Deeds signed unilaterally by the judicially-appointed administrator or guardian with prior court approval.
Corporate/vendor-only execution:
- A corporation sells property through an authorized officer; only the vendor signs the deed, supported by board approvals and a Secretary’s Certificate.
- Buyer’s signature is often still obtained in practice, but strictly speaking, not always essential to evidence delivery if the sale is consummated and buyer’s acceptance is otherwise shown.
Individual vendor-only execution (private sales):
- The seller alone executes a Deed of Absolute Sale acknowledging receipt of full price and delivery to the named buyer.
- Registrability depends on Registry of Deeds practice; many registries insist on buyer’s conformity or supplemental proof (e.g., Acknowledgment/Acceptance, tax clearance, proof of payment, IDs).

Outside these contexts, unilateral deeds are atypical. Conveyances of real property are ordinarily done via bilateral deeds to avoid contest and facilitate registration.

3) When a unilateral deed is not appropriate (or only partially effective)

Conjugal/community property of spouses. Disposition requires written consent of both spouses (Family Code Arts. 96 & 124). A unilateral deed executed by only one spouse is void (or voidable, depending on the regime/circumstances).
Co-owned property. One co-owner may sell only his undivided share (Civil Code Art. 493); a unilateral deed cannot transfer the entire property without the others’ joinder.
Properties under liens/encumbrances (e.g., adverse claims, annotations): unilateral deed does not extinguish existing burdens.
Property of an estate without court approval. An heir (not an appointed administrator) cannot unilaterally convey estate property.
Registered land with pending adverse proceedings (e.g., reconstitution, petitions): registries may hold action in abeyance.

4) Minimum legal and documentary requirements

A. Instrument/Form

Public instrument in English or Filipino, properly notarized in the place where executed.
Vendor’s complete identity: name, civil status, citizenship, government ID details.
Buyer’s complete identity (even if not signing), to avoid ambiguity on the transferee.
Description of property (for land: technical description per title; for condominium: unit and share in common areas).
Consideration (price) and acknowledgment of receipt in full.
Delivery clause (explicit constructive/actual delivery to the buyer).
Free from liens warranty (or enumerate encumbrances).
Tax declarations/assessments referenced for real property.

B. Authority documents (as applicable)

SPA (if signing through an attorney-in-fact), notarized and apostilled/consularized if executed abroad.
Corporate approvals: Board Resolution and Secretary’s Certificate; articles/bylaws excerpts if needed.
Court orders for administrator/guardian sales.
Marital consents or proof of exclusive property (e.g., pre-nup, CENOMAR/civil registry docs).

C. Taxes and fees (typical for real property)

Capital Gains Tax (CGT): 6% of higher of zonal value or gross selling price (individual sellers not habitually engaged in real estate).
- If seller is habitually engaged or a corporation, expect Creditable Withholding Tax (CWT) instead (rates vary).
Documentary Stamp Tax (DST): ₱15 per ₱1,000 (≈ 1.5%) of the higher of consideration or fair market value.
Local Transfer Tax: commonly 0.5%–0.75% (check LGU ordinance).
Registration Fees: per LRA schedule.
Notarial fees: professional fee agreement; some LGUs collect Business Permit requirements from notaries public.

D. Clearances commonly required for registration

BIR: eCAR/CAR, form filings, and tax payment proofs.
LGU: Tax Clearance (Real Property Tax paid to date).
Registry of Deeds: Owner’s duplicate title, certified copies, valid IDs, TIN of parties, and accomplished registration forms.

5) Registrability and practical hurdles

Registry practice varies. Many registries prefer or require buyer’s conformity/signature on the deed or, at minimum, an Acknowledgment/Acceptance executed by the buyer, to avoid disputes and confirm the transferee’s identity and consent to take title and pay taxes.
Constructive delivery caveat. Execution of a public instrument presumes delivery, but the presumption can be rebutted (e.g., seller kept control/possession, contrary stipulation, or conditional arrangements).
Proof of payment. Keep receipts, bank confirmations, or escrow instructions; these often become part of the registration packet when the deed is unilateral.
Name/ID accuracy. For the buyer not signing, errors in the name, TIN, or civil status can derail the CAR and transfer.

6) Risk analysis and how to mitigate

Risk	Why it matters	Mitigation
Registry refusal	Unilateral deeds may be questioned by examiners	Attach buyer Acknowledgment/Acceptance, IDs, proof of payment; show legal authority for unilateral signatory
Challenges by spouse/co-owners	Lack of required consent can void transfer	Secure spousal consent/co-owner joinders or segregate titles first
Double sale disputes	Lack of bilateral instrument may embolden adverse claims	Immediate registration, tax compliance, and possession; annotate pending claims
Defective delivery	If seller retains possession/control	Include explicit delivery clause; buyer takes possession; turn over keys/actual control
Capacity/authority defects	Corporate/estate/guardian sales are authority-driven	Enclose board/court approvals; ensure SPA validity (apostille if abroad)

7) Step-by-step for using a unilateral deed (private sale of registered land)

Due diligence: Verify title (TCT/CCT), encumbrances, tax dues, property identification (lot/plan), zoning.
Agree on terms: Price, taxes allocation, delivery/turnover timing, inclusions (improvements, movables).
Prepare deed: Unilateral deed signed by seller with complete property description, receipt of full price, and delivery clause naming the buyer.
Notarize: Execute before a notary with competent evidence of identity.
Pay taxes: File with BIR, secure CAR, pay CGT/CWT and DST.
Secure LGU clearances: Real Property Tax clearance, transfer tax payment.
Register: Submit deed, CAR, tax proofs, IDs, and owner’s duplicate title to the Registry of Deeds; pay registration fees.
Post-transfer: Obtain new TCT/CCT in buyer’s name; update tax declaration with the Assessor.

Tip: Even if the deed is unilateral, many practitioners attach a short Buyer’s Acknowledgment/Acceptance to streamline BIR and ROD processing.

8) Template: Unilateral Deed of Absolute Sale (Vendor-Only)

For guidance only. Tailor to your facts and consult counsel.

UNILATERAL DEED OF ABSOLUTE SALE
(Real Property – Vendor-Only Execution)

KNOW ALL MEN BY THESE PRESENTS:

I, [SELLER FULL NAME], of legal age, [citizenship], [civil status], with residence at [address], holder of [ID type/number], hereinafter referred to as the “SELLER,” for and in consideration of the sum of PESOS: [AMOUNT IN WORDS] (Php [amount in figures]), receipt of which I hereby acknowledge in full from [BUYER FULL NAME], of legal age, [citizenship], [civil status], with TIN [TIN] and residence at [address], hereinafter referred to as the “BUYER,” do hereby SELL, CEDE, TRANSFER and CONVEY, by way of ABSOLUTE SALE, unto the BUYER, his/her heirs and assigns, the following property:

[Describe property exactly as in title: TCT/CCT No., Lot/Block/Survey No., Area (sqm), Location, Technical Description or Attachment “A”]

This sale is made free from all liens and encumbrances, except as annotated on the title and/or as disclosed herein: [enumerate, if any].

DELIVERY. By this public instrument, I effect constructive delivery and transfer of ownership and possession over the above property to the BUYER, and undertake to turn over the owner’s duplicate certificate of title and possession upon completion of registration formalities.

TAXES & FEES. The parties agree that [allocation—e.g., SELLER pays CGT/CWT and DST; BUYER pays transfer tax and registration fees], unless otherwise required by law.

MARITAL/CO-OWNERSHIP STATUS. The property is [exclusive/conjugal/community/co-owned]. [If applicable: My spouse, [NAME], hereby gives consent as evidenced by the attached Spousal Consent.] [If co-owned: This deed covers only my undivided share of [fraction/percentage].]

WARRANTIES. I warrant legal title and the right to sell and will defend the same against lawful claims.

EFFECTIVITY. This conveyance is unconditional and effective upon execution of this instrument.

IN WITNESS WHEREOF, I have hereunto set my hand this [date] at [place].

SELLER:
_____________________________
[SELLER NAME]
[ID details]

SIGNED IN THE PRESENCE OF:
_____________________________        _____________________________

ACKNOWLEDGMENT
Republic of the Philippines )
[City/Municipality]            ) S.S.

BEFORE ME, a Notary Public for and in [jurisdiction], this [date], personally appeared:
[Seller name], [ID type/number/date/place issued]
known to me and to me known to be the same person who executed the foregoing Unilateral Deed of Absolute Sale and acknowledged that the same is his/her free and voluntary act and deed.

This instrument consists of [number] pages including this page on which this acknowledgment is written and [Attachment “A” – Technical Description], signed by the party and his/her instrumental witnesses on each and every page.

WITNESS MY HAND AND SEAL.
Notary Public
Doc. No. ___; Page No. ___; Book No. ___; Series of ___.

9) Optional attachment: Buyer’s Acknowledgment/Acceptance (one-page)

Although not required in all cases, this helps with BIR/ROD:

BUYER’S ACKNOWLEDGMENT/ACCEPTANCE

I, [BUYER NAME], acknowledge receipt of the property described in the Unilateral Deed of Absolute Sale dated [date], accept title and possession thereof, and undertake to complete registration and tax filings. 

_________________________
[BUYER NAME]
[Date]

10) Special notes by property type

Condominium units: Include condo certificate of title (CCT) number and parking slots as separate titles if applicable; check condominium corporation’s pre-approval/dues clearance.
Agricultural land: Ensure compliance with CARP/CLOA restrictions, if any; check if land is still tenanted (rights of agricultural lessees).
Foreclosed assets/auction purchases: Use the Certificate of Sale/Final Deed issued by the officer/bank; redemption periods and consolidation rules apply.

11) Best practices checklist

Names, TINs, civil status, citizenship verified against IDs.
Exact technical description attached; match parcel identifiers.
Clear delivery language and turnover mechanics.
Attach proof of authority (SPA/board resolution/court order).
Secure spousal/co-owner consents where required.
Prepare tax workflow (CGT/CWT, DST, eCAR, transfer tax) before lodging for registration.
Keep a short Buyer Acceptance even for unilateral deeds.

12) Bottom line

Unilateral deeds of sale are valid tools in specific scenarios, especially where the law or a court officer effects the transfer, or where the seller alone can evidence consummation and delivery. For ordinary private sales of real property, a bilateral deed remains the safest, cleanest, and most registry-friendly route. If you must proceed unilaterally, paper the file: include delivery language, authority proofs, tax compliance, and (ideally) a brief buyer acceptance to smooth BIR and ROD processing.