A legal-educational article in Philippine context. This is general information, not a substitute for advice on a specific case.

1. What a Special Power of Attorney (SPA) Is

Under Philippine law, an SPA is a written authorization by which a principal empowers an agent/attorney-in-fact to perform specific, clearly defined acts on the principal’s behalf. It is a form of agency governed primarily by the Civil Code (Arts. 1868–1932), and for certain transactions, the law requires that the authority be special (explicitly stated), not merely general.

Key characteristics

Specific scope: limited to particular acts (e.g., sell a described property, mortgage a titled land, represent in a stated case).
Strict construction: the agent can do only what is expressly granted and what is necessary to carry it out.
Generally revocable: unless it falls under exceptions (see “irrevocable powers”).

2. The Core Rule: When an SPA Expires

An SPA does not last forever by default. Like any agency, it ends upon certain events. Expiration can happen through:

Expiration of a stated term or accomplishment of the purpose
Revocation by the principal
Withdrawal/renunciation by the agent
Death, civil interdiction, insanity, or insolvency of principal or agent
Dissolution of the juridical principal/agent
Other causes recognized by law

These are grounded on the Civil Code rules on extinguishment of agency.

3. Expiration by Term or Purpose

A. If the SPA states a validity period

If an SPA says, for example, “valid for one year” or “effective until December 31, 2026,” then the authority automatically terminates at the end of that period, unless renewed or replaced.

B. If the SPA is tied to a specific act

If it authorizes a particular transaction (e.g., “to sell Lot X covered by TCT No. ___”), the authority ends once:

the sale is validly completed, or
the authorized act is no longer possible, or
the objective is fulfilled.

Practical example: An SPA to “collect final payment for Contract A” ends once the payment is collected and properly receipted.

4. Revocation by the Principal

A. General rule: Principal may revoke anytime

Agency is based on trust. The principal can revoke the SPA at will, even if the SPA doesn’t mention revocation, and even without stating a reason.

B. How revocation works

Revocation may be:

Express: written notice, a Deed of Revocation, or a new SPA inconsistent with the old one.
Implied: the principal acts in a way clearly inconsistent with the agency (e.g., personally sells the same property to another buyer).

C. Notice matters

Revocation is effective between principal and agent once communicated to the agent. As to third persons, revocation is generally effective only when they know of it.

Why this matters: If an agent sells property after revocation without the buyer’s knowledge, disputes can arise about whether the principal is bound. The law protects good-faith third parties in some situations, especially when the principal’s acts/omissions made reliance reasonable.

D. Revocation for specific SPA-required acts

Even if revocable, revocation must be clear when transactions require special authority (sale of land, mortgage, etc.). Many registries and banks demand a notarized revocation and presentation of the original SPA.

5. Renunciation or Withdrawal by the Agent

Agents can also terminate the SPA by:

Express renunciation, or
Conduct showing refusal to act.

However, if the renunciation is untimely and causes damage to the principal (e.g., agent withdraws right before a critical deadline), the agent may be liable for damages.

6. Automatic Termination by Law

A. Death of the principal or agent

Death automatically extinguishes the SPA. After the principal’s death, the agent no longer represents the principal, and authority shifts to the estate (executor/administrator) or heirs.

Important nuance: If the agent and third party are both unaware of the principal’s death and the agent acts, there are legal rules that may still bind the estate in fairness to good-faith third parties, but this is fact-sensitive and often litigated.

B. Insanity, civil interdiction, or incapacity

If the principal becomes legally incapacitated (e.g., judicially declared incompetent), the SPA generally ends because consent and trust are affected.

Likewise, if the agent becomes incapacitated, the principal’s reliance is no longer valid.

C. Insolvency

Insolvency of principal or agent typically ends the agency because it undermines ability to perform or the underlying trust.

D. Dissolution of juridical persons

If a corporation is principal or agent, dissolution ends the SPA unless a winding-up authority continues for limited purposes.

7. “Irrevocable” SPAs and Their Effect on Expiration

Philippine law recognizes limited cases where an agency is not freely revocable, often called agency coupled with an interest.

A. Agency coupled with an interest

If the agent has a proprietary/economic interest in the subject matter (not merely a right to commission), the principal cannot revoke at will if revocation would prejudice that interest.

Example: A power of attorney to sell property where the agent has advanced money secured by that property.

B. Even “irrevocable” SPAs still end by law

Even if labeled “irrevocable,” the SPA can still be terminated by:

death of principal/agent,
total loss of subject matter,
accomplishment or impossibility of purpose,
mutual agreement, etc.

Label vs. legal reality: Calling it “irrevocable” is not magic; courts look at substance.

8. Expiration in Transactions Requiring an SPA

Certain acts require special authority explicitly stated or the act is void/unenforceable against the principal. Common SPA-required areas:

Sale or conveyance of real property
Mortgage or encumbrance of real property
Loan/borrowing in principal’s name
Compromise, waiver, or settlement
Filing/withdrawing cases, confessing judgment
Donation (must be explicit and comply with donation rules)
Partnership acts that require special authority
Submission to arbitration
Entering into certain government or bank transactions

For these, expiration is strictly checked. Registries and institutions often require:

original SPA,
proof it is still valid (no revocation, principal alive),
recent notarization or consular acknowledgment for overseas SPAs,
sometimes a “fresh” SPA if the document is old.

Practice note: Even without a legal expiry, some banks/agencies set internal policies (e.g., requiring SPAs notarized within the last 1–2 years). These are not law but are operational safeguards.

9. Formalities Affecting Validity (and thus “expiration” issues)

Although not strictly “expiration,” formal defects can make an SPA unusable as if expired.

A. Notarization

Most SPAs used for property, litigation, or banking must be notarized to become a public document, giving it evidentiary weight.

B. Consular acknowledgment / Apostille (for abroad execution)

If executed abroad by a Filipino principal:

It must be acknowledged before a Philippine consular officer, or
Apostilled per the Hague Apostille Convention (Philippines is a member).

Improper authentication may lead to rejection.

C. Specificity requirement

An SPA must identify:

the principal and agent clearly,
the exact act authorized,
the property or transaction details.

Vagueness can invalidate the authority for that act, regardless of time.

10. Effects of Expiration: What Happens to Acts Done After?

A. Acts after termination are generally unauthorized

If the SPA has expired or been terminated, the agent’s acts do not bind the principal.

B. Possible exceptions protecting third parties

There are situations where the principal (or estate) may still be bound if:

third parties acted in good faith without knowledge of termination, and
the principal’s conduct reasonably allowed reliance.

But these exceptions are narrow and depend on proof.

C. Agent’s liability

An agent who acts after SPA expiration may be liable for:

breach of agency,
damages to principal or third parties,
possible criminal exposure in extreme cases (e.g., falsification, estafa) depending on intent and facts.

11. Renewal, Re-Execution, and Best Practices

How to extend authority

Execute a new SPA with updated terms.
Include clear continuity language if intended (e.g., “This supersedes all prior SPAs”).

Good drafting to avoid disputes

State exact duration if predictable (e.g., “valid until completion of sale but not later than ___”).
Specify survival clauses only as allowed (but remember death still ends it).
Provide substitution authority only if intended.
Include instructions on remittance, reports, and limits.

Practical safeguards for principals

Keep records of originals issued.
If revoking, issue a notarized Deed of Revocation and notify:
- the agent,
- known counterparties,
- registries/banks if relevant.

For buyers/third parties

Ask for:
- original SPA,
- valid IDs and proof of principal’s identity,
- confirmation principal is alive and has not revoked,
- sometimes a personal confirmation from principal.

12. Common Misconceptions

“An SPA never expires unless stated.” Not true. It ends by law on several events (death, revocation, purpose fulfilled).
“If it’s ‘irrevocable,’ it can’t be revoked or end.” It may be protected from arbitrary revocation in limited cases, but still ends on legal causes.
“Notarial date equals expiration date.” Notarization proves execution; it does not set expiry unless written.
“A very old SPA is always invalid.” Age alone doesn’t invalidate, but institutions may reject it and courts scrutinize it for continuing intent.

13. Quick Reference Checklist

An SPA is terminated if:

stated period ends,
purpose completed or becomes impossible,
principal revokes (effective upon notice),
agent renounces,
principal or agent dies,
principal or agent becomes incapacitated or insolvent,
juridical principal/agent dissolves,
subject matter is lost or destroyed.

After termination: Agent cannot bind principal; acts are generally void as to principal unless good-faith third-party protection applies.

Closing Note

Special Powers of Attorney are powerful but fragile instruments: they rest on trust, capacity, and a living principal. The safest approach for high-value transactions is to keep SPAs specific, time-bounded when appropriate, properly notarized/authenticated, and promptly revoked in writing when no longer needed. If your situation involves property transfers, litigation, or a deceased/incapacitated principal, professional guidance is strongly recommended.