Overview

In Philippine practice, it’s common to sell two (or more) real properties in one transaction—especially when the same buyer and seller are involved, the properties are in the same area, or the purchase price is negotiated as a “package.” A frequent question then arises:

If you’re selling two properties covered by two separate land titles (two separate TCTs/CCTs), do you need two separate Deeds of Absolute Sale?

Generally, no—separate deeds are not strictly required by law. A single deed may cover multiple titled properties as long as the contract clearly identifies each property and the parties’ obligations are definite. However, separate deeds are often the better practical choice because Philippine transfer procedures (BIR, LGU, and Registry of Deeds) are typically processed per title and can become smoother when documentation is separated.

This article explains the law, the practical realities, the pros/cons, and the best drafting practices when selling two separately titled properties.

1) What the Law Requires for a Valid Sale of Real Property

A. A sale is valid by consent, not by registration

Under the Civil Code, a contract of sale is perfected once there is a meeting of minds on:

Object (the property), and
Price (certain in money or its equivalent).

Registration and titling steps come later; they affect enforceability against third persons and the ability to secure a new title, but the sale itself is primarily a matter of contract.

B. Form requirements: public instrument for conveyance and for registration

For real property transfers, the law and practice expect a public instrument (a notarized deed) for:

enforceability and evidentiary weight, and
acceptance by the Registry of Deeds for issuance of a new title.

Relatedly, the Statute of Frauds makes certain contracts unenforceable unless in writing (including sales of real property). This is why a written deed is the standard.

Key point: The law does not say “one title equals one deed.” What it requires is a written, definite agreement (typically notarized) that clearly identifies what is being sold and for what consideration.

2) One Deed vs. Two Deeds: What’s Legally Allowed?

A. A single deed covering two titled properties is legally permissible

A single Deed of Absolute Sale can cover multiple properties—whether:

multiple lots under different Transfer Certificates of Title (TCTs),
condominium units under different Condominium Certificates of Title (CCTs), or
a mix of land and condo units,

provided that each property is described with sufficient particularity.

B. What must be clearly stated if using a single deed

To avoid disputes and processing problems, the deed should:

state each title number (TCT/CCT),
state the technical description or reference it (often by attaching certified true copies and/or annexes),
indicate the registered owner(s) consistent with the titles,
clarify whether the properties are sold as a bundle or with separately allocated prices, and
specify the parties’ responsibilities for taxes, fees, and transfer steps.

C. When separate deeds are effectively required (or strongly advisable)

Even if not legally mandatory, separate deeds are often necessary or strongly recommended when:

Different buyers (e.g., Lot A to Buyer 1, Lot B to Buyer 2)
- One deed becomes confusing and may not reflect the correct consent and consideration per buyer.
Different sellers/ownership structures
- Example: Property 1 is conjugal/community property; Property 2 is paraphernal/exclusive, inherited, or co-owned with other relatives.
- Different consent requirements may apply.
Different terms or timelines
- Example: One property is paid in full now; the other is installment; or one is subject to a condition (e.g., mortgage release).
One property has an encumbrance; the other does not
- A single deed can still work, but the warranties and conditions become more complex.
One property is a “capital asset” and the other is an “ordinary asset” (for tax purposes)
- This can affect tax treatment, especially for corporations or VAT-registered sellers.

3) The Practical Reality: Philippine Transfer Processing Is Title-by-Title

Even if you use only one deed, you will usually deal with separate tracks per title in practice:

A. BIR processing typically results in separate clearances per title

For each title transferred, the BIR process commonly produces an electronic Certificate Authorizing Registration (eCAR) and/or supporting documentation tied to that particular property/title. If two properties are involved, the BIR will typically assess and issue clearances reflecting:

the applicable taxes for each property, and
the details per title.

B. Registry of Deeds work is per title

The Registry of Deeds cancels the old title and issues a new one per TCT/CCT. Even if one deed is submitted, the RD processing and fees still relate to each title being transferred, and the RD will require that the deed’s descriptions perfectly match each title’s details.

C. LGU requirements are usually per property

Local requirements often include:

Tax clearance (Real Property Tax paid, no delinquency),
Transfer tax payment,
updated tax declarations, and
other certifications depending on locality.

These often need to be secured for each property.

Practical takeaway: A single deed can be valid, but the bureaucracy around it frequently behaves as though it’s “two transfers,” because it is.

4) Pros and Cons of Using One Deed for Two Titles

Option 1: One deed covering two titled properties

Advantages

Single signing and notarization event
One consolidated instrument to reflect a “package deal”
Potentially simpler to track contractual obligations (one document)

Disadvantages

Greater risk of clerical/processing delays if any detail is inconsistent
If one property has a problem (encumbrance, missing documents, title issue), it can stall the entire transaction documentation
Harder to unwind if only one transfer fails or is delayed
Allocation of price can become contentious (important for tax computations and dispute avoidance)

Option 2: Separate deeds for each title

Advantages

Cleaner processing and easier matching of documents per title
If one transfer is delayed, the other can proceed
Clear allocation of price and taxes per property
Easier corrections: if one deed has an error, it doesn’t infect the other transfer

Disadvantages

Two notarizations; more paperwork
If truly intended as a package deal, you must ensure the two deeds still reflect the same commercial intent (often by cross-references or simultaneous execution)

5) Price Allocation: The Single Biggest Drafting Issue

Whether you use one deed or two, how you state the consideration matters.

A. Why allocation matters

Taxes and fees are typically computed based on the higher of:

the stated selling price,
the BIR zonal value, or
the fair market value (often from the tax declaration / assessor’s valuation),

depending on the applicable rule and tax type.

If you sell two properties in one deed with one lump sum, agencies may still require you to break down the consideration per property for assessment, especially if the properties differ significantly in value.

B. Better drafting approaches

Allocated consideration per property (recommended)
- “For Property A (TCT No. _): ₱****; for Property B (TCT No. _): ₱****.”
Bundle price with an agreed allocation schedule (acceptable)
- One lump sum in the main clause, with an annex specifying allocation used for taxes and documentation.
Pure lump sum with no allocation (higher risk)
- Often triggers questions, delays, or arbitrary allocation requests.

6) Taxes and Fees You Should Expect (High-Level)

Rates and applicability can vary depending on the seller’s status (individual vs corporation), whether the property is a capital or ordinary asset, and local rules. The items below reflect common Philippine transfer charges in ordinary private sales.

A. BIR taxes (commonly encountered)

Capital Gains Tax (CGT): commonly 6% of the tax base for sales of capital assets by individuals (and also applied in many cases involving certain corporate sales of capital assets).
Documentary Stamp Tax (DST): commonly 1.5% of the tax base for deeds of sale of real property.
If the property is an ordinary asset (often relevant to corporations/real estate businesses), the tax treatment may shift to income tax and may involve VAT or percentage tax depending on circumstances.

B. Local Transfer Tax

Imposed by the LGU (province/city/municipality). Rates vary by locality.

C. Registration fees and incidental costs

Registry of Deeds fees (often based on value and per title)
Notarial fees
Certified true copies, annotation fees, documentary costs

Two titled properties typically mean two sets of assessments and filings, even if the contract is one deed.

7) Essential Content: What the Deed Must Contain (Especially for Two Titles)

Whether one deed or two, ensure the following:

A. Party details and authority

Correct legal names, citizenship, civil status, and addresses
If seller is married and the property is presumed conjugal/community, include spousal consent/signature as required
If signed by a representative: Special Power of Attorney (SPA) (and for corporations, board/secretary’s certificate)

B. Clear description of each property

For each title:

TCT/CCT number
Location (city/municipality, province)
Lot/Unit details, area
Technical description or reference to it
Improvements (house/building) if included, and how included

C. Consideration and payment terms

Allocated price per title/property (recommended)
Payment method, schedule, and documentary acknowledgments
If there is a downpayment and balance: define when title transfer happens and what documents are released upon payment

D. Warranties and seller’s undertakings

Seller is the registered owner with the right to sell
Property is free from liens/encumbrances (or disclose and specify how they’ll be cleared)
Seller will sign BIR/LGU/RD documents needed for transfer
Handling of capital gains/DST/transfer tax and who pays what

E. Possession and risk

When possession transfers
Allocation of risk for loss or damage before turnover
Responsibility for real property taxes/utilities up to a cut-off date

F. Annexes (highly recommended)

Copies of titles (certified true copies if available)
Latest tax declarations
Location plans, condominium documents (for CCTs), if relevant
Government IDs for notarization compliance

8) Common Scenarios and Recommended Approach

Scenario 1: Same seller, same buyer, two clean titles, single closing date

Either one deed or two deeds works.
Best practice: two deeds (smooth processing), or one deed with two separately itemized property sections + allocated price per property.

Scenario 2: Two titles but one property is mortgaged

Best practice: separate deeds or a deed with strong conditions:
- mortgage release timeline,
- escrow arrangements,
- authority to request cancellation of mortgage annotations.

Scenario 3: Two titles sold as a package, but buyer later wants to sell one

Best practice: separate deeds with separate prices to avoid later disputes about valuation and tax basis.

Scenario 4: Properties have different ownership character (exclusive vs conjugal; co-owned vs solely owned)

Best practice: separate deeds to avoid defective consent, signature issues, and “one-size-fits-all” warranties.

9) Risks to Avoid

Inadequate property identification
- A deed that does not accurately reflect title details can be rejected by the Registry of Deeds.
Mismatch in names or civil status vs the title
- Names on the deed should match the title; discrepancies often require supporting documents (e.g., marriage certificate, annotated name change, judicial decrees).
No clear price allocation
- Leads to delays and disputes; can complicate tax assessment.
Assuming registration is automatic once notarized
- Notarization is only one step; BIR/LGU/RD requirements must be satisfied.
Overlooking spousal consent/co-owner consent
- Missing required signatures can render the transfer voidable or unenforceable and can block registration.

10) Practical Drafting Template (Structure for One Deed Covering Two Titles)

A clean structure looks like this:

Parties
Recitals (ownership and intent)
Property 1 (TCT/CCT No. ___)
- description, inclusions, encumbrances disclosure
- price allocation
Property 2 (TCT/CCT No. ___)
- description, inclusions, encumbrances disclosure
- price allocation
Total consideration and payment terms
Taxes/fees allocation
Delivery/possession/turnover
Warranties and undertakings
Signatures + Acknowledgment (notarial block)
Annexes

This is often as workable as two deeds, but only if prepared with the same level of precision.

Key Takeaways

Two titles do not automatically require two deeds. One deed can legally cover two titled properties if each property is clearly identified and the sale terms are definite.
Separate deeds are often preferable because Philippine transfer processing (BIR, LGU, Registry of Deeds) is typically handled per title, and separation reduces delay and error risk.
If using one deed, the most important safeguards are:
1. complete, accurate per-title descriptions, and
2. allocated consideration per property (or a clear annex allocation).
The “best” approach is usually the one that prevents transfer bottlenecks: clean documentation per title, correct signatures/authority, and tax-ready pricing structure.