A practical, lawyerly explainer for owners, heirs, buyers, and brokers

Quick take

“Heirs Only” or “Not for Sale” written on a sign, tax declaration, or even on photocopies of a title is not, by itself, a legal prohibition on sale. What controls are: (1) who owns the land on the Torrens title, and (2) what is actually annotated on the title’s Encumbrances/Annotations page at the Registry of Deeds (RD). Selling land that’s still titled in the name of a deceased person is lawful only after the estate is properly settled and taxes are paid. If there are real annotations (adverse claim, lis pendens, levy, etc.), you must address or cancel them before a clean transfer can be registered.

The legal landscape

1) Torrens title controls

Under the Torrens system, the Certificate of Title is conclusive as to ownership. Buyers and registrars rely on what’s on the face of the title and its Encumbrances page.
Unregistered notices (signboards, marginal notes on tax declarations, “not for sale” stamps on photocopies) do not bind third persons.

2) What “Heirs Only / Not for Sale” often means in practice

Informal warning by a family to deter squatting or unauthorized brokering. Legally, it’s just talk unless reflected on the title.
Sometimes it hints that:
- The registered owner is already deceased, and the family intends not to sell (for now); or
- There is heirship or ownership conflict pending (e.g., a case), or
- The property is still under estate settlement with estate tax unpaid.

3) Common title annotations you may actually encounter

Adverse Claim (Property Registration Decree/PD 1529, Sec. 70): a sworn claim annotated against the title to warn buyers. It clouds the title and should be addressed before sale.
Notice of Lis Pendens (Sec. 76): pending litigation affecting title/possession; registrars typically won’t allow transfer while effective.
Levy/Attachment, Mortgage, Right of Way, Writs, Restrictions: must be released or complied with.
Affidavit of Loss/Undertakings: usually procedural; check import.

Bottom line: Ignore informal markings; respect actual title annotations.

Selling land still titled in the deceased’s name

1) Choose your route to transmit the estate

Extrajudicial Settlement (EJS): Allowed if there is no will and no outstanding debts, and all heirs are of age and in agreement. Typical form: “Extrajudicial Settlement of Estate” or “Extrajudicial Settlement with Sale.”
Judicial Settlement / Intestate or Testate Proceedings: Required if there is a will, debts, minor heirs, or heirship disputes. Court appoints an executor/administrator; transactions may need court approval.

2) Statutory steps (high level)

Estate tax: File the estate tax return and pay estate tax within the statutory period; secure BIR eCAR for estate transfer. (Late filing accrues surcharges/interest; relief options may exist.)
Publication (for EJS): Publish the EJS in a newspaper once a week for three consecutive weeks.
Transfer at RD:
1. From decedent → heirs (using EJS/judgment + estate eCAR), then
2. From heirs → buyer (using deed of sale + capital gains tax/CWT eCAR), or do a single-step “EJS with Sale” if the buyer is already identified.
Minors or incapacitated heirs: A court-approved sale through a legal guardian is required.
Co-owned property among heirs: Any heir may sell only their undivided ideal share (Civil Code, Art. 493); they cannot validly convey a specific portion until partition.

3) Taxes and typical fees on the sale stage

Capital Gains Tax (CGT): typically 6% of the higher of the gross selling price or zonal/fair market value (for individuals).
Creditable Withholding Tax (CWT): if seller is a corporation engaged in real estate, CWT may apply instead of CGT.
Documentary Stamp Tax (DST): generally 1.5% of the higher of selling price or market value.
Local Transfer Tax: rate depends on LGU (commonly around 0.5%–0.75%).
Registration Fees: per RD schedule.
Real Property Tax (RPT): settle arrears; tax clearance is commonly required.

If you’re the owner/heirs and want to sell

A. If the land has only an informal “Heirs Only / Not for Sale” sign

Gather basics: latest Certified True Copy (CTC) of title, tax declaration, and RPT receipts.
If registered owner is deceased, prepare EJS (or file judicial settlement) and process estate tax.
Decide: transfer to heirs first then sell, or execute EJS with Sale.
Execute deed(s), pay taxes (estate and/or CGT/DST), and register.

B. If the title has an Adverse Claim

Option 1: Voluntary cancellation—get the claimant’s Quitclaim/Release and petition RD to cancel the annotation.
Option 2: Court cancellation—file the appropriate petition/ case to cancel the adverse claim if baseless.
Do not proceed to sale registration until the adverse claim is resolved or the buyer knowingly accepts and finances a take-out after cancellation (risky and often rejected by RD or lenders).

C. If the title has a Lis Pendens

Resolve the underlying case or obtain a court order lifting it. A sale while lis pendens subsists typically won’t register.

D. If some heirs disagree or are missing

No EJS without unanimity among adult heirs.
Use judicial settlement so the court can determine heirs and authorize disposition.
Missing/unknown heirs may require notice and court directives.
Overseas heirs can sign via consularized/apostilled documents or grant a Special Power of Attorney (SPA).

E. If there are minor heirs

Petition for guardianship; a court-approved sale is required to protect the minor’s interest.

If you’re the buyer eyeing property marked “Heirs Only / Not for Sale”

Red flags to clear before you pay

CTC of Title (not older than 1–2 weeks); read the Encumbrances page.
Confirm registered owner. If deceased, insist on:
- EJS or court order,
- Estate eCAR, proof of publication (for EJS), and
- Proper IDs/SPAs of all heirs/signatories.
If there’s Adverse Claim / Lis Pendens / Levy, require cancellation first.
Verify taxes: RPT clearance; BIR eCAR for sale (CGT/CWT & DST paid).
Check possession and improvements: who’s in actual possession? tenants? boundary issues?
Spousal consent: For property forming part of absolute community or conjugal partnership, both spouses must sign (Family Code).
Survey: Commission a licensed geodetic engineer if boundaries are unclear; check overlaps/encroachments.
Pay through traceable means; use an escrow or at least a milestone-based release (e.g., partial upon tax payments, balance upon title transfer).

Cancelling or cleaning up annotations

1) Adverse claim

Prepare verified petition to cancel at the RD or seek judicial relief if opposed; attach releases/quitclaims and supporting proof.
Remember: even if rules reference time limits, practical reality is that RDs keep the annotation until properly cancelled—treat it as a cloud on title.

2) Lis pendens

File a motion in the pending case to cancel or secure final judgment and present it to the RD for cancellation.

3) Mortgage/Levy/Attachment

Obtain discharge/release from the creditor or a court order; pay fees; register Cancellation of Encumbrance.

Broker/agent compliance notes

Authority to Sell: secure a notarized SPA or Authority to Sell from all heirs/owners.
No false ads: If the family has publicly posted “Not for Sale,” clarify internally before marketing.
KYC & AML: confirm identities and beneficial owners in high-value transactions.
Privacy: keep estate and heir data confidential except as required for registration and tax filing.

Frequently asked scenarios

Q1: Can one heir sell the property without the others?

They may sell only their undivided ideal share. They cannot sell the entire property or a specific portion without consent of the others or partition.

Q2: The family put “Not for Sale” on the fence. A buyer still wants to buy. Legal?

A private sign doesn’t bar a sale. What matters: who the registered owner is and what’s annotated. If heirs and annotations are in order, a sale can proceed.

Q3: Title shows the deceased as owner. We already have a buyer—can we sell now?

Yes, via EJS with Sale (if eligible), or through court-approved sale in a judicial settlement. Estate tax and publication (for EJS) still apply.

Q4: There’s an adverse claim by a distant relative. Can we register the sale anyway?

You’ll likely be blocked at RD. Settle or cancel the adverse claim first (release/quitclaim or court).

Q5: There are minor heirs. Can the parents sign for them?

Only with court authority in a guardianship or estate proceeding.

Clean transaction checklist

For heirs/sellers

☐ Latest CTC of Title and RD Trace Back (if needed)
☐ Birth/Marriage/Death Certificates proving heirship
☐ EJS / Court Order / Guardianship Order (as applicable)
☐ Publication proof (for EJS)
☐ BIR estate eCAR; RPT clearance
☐ Deed of Absolute Sale (or EJS with Sale), notarized
☐ CGT/CWT, DST, Transfer Tax paid; BIR sale eCAR
☐ Cancellation documents for any encumbrances
☐ IDs, SPAs (apostilled/consularized if executed abroad)

For buyers

☐ Fresh CTC of Title + check Encumbrances page
☐ Verify heir authority and tax compliance (estate + sale eCARs)
☐ Demand cancellations of claims/lis pendens/mortgages before closing
☐ Survey (if boundaries unclear), Due diligence on possession
☐ Spousal consent/marital property review
☐ Escrow or staged payments tied to registration milestones

Smart structuring tips

EJS first, sale second gives heirs flexibility but doubles registration steps.
EJS with Sale compresses steps and can be cheaper/faster where all heirs and the buyer are ready.
If timing is tight for taxes, consider filing to stop penalties while documentation continues.
For OFW or overseas heirs, plan early for apostille/consularization lead times.
When in doubt about heirship or debts, choose judicial settlement to avoid void transfers.

Key risks to avoid

Paying in full before clearing adverse claims/lis pendens.
Proceeding without estate tax compliance—this blocks issuance of eCAR and registration.
Overlooking spousal consent or minor heirs.
Relying on tax declarations as proof of ownership (they are not).
Accepting photocopies instead of fresh CTCs.

Final word (not legal advice)

This article gives a Philippine-specific framework to handle properties marked “Heirs Only / Not for Sale.” The decisive test is what the title and its annotations say, and whether the estate has been properly settled and taxed. Complexities like disputes, minors, or existing annotations call for tailored legal strategy. For high-stakes transactions, consult counsel to review your documents end-to-end and coordinate with the BIR, Registry of Deeds, and Assessor/Treasurer for a smooth transfer.