Special Power of Attorney for Sale of Real Property (Philippines): Essential Clauses, Format, and Practice Guide

This article explains what a Special Power of Attorney (SPA) is, when and why you need it, its legal basis under Philippine law, essential clauses, model formats, and practical tips for drafting, notarization, and use in conveyancing. It is general information—not legal advice.

1) What is a Special Power of Attorney?

A Special Power of Attorney is a written authorization by which a principal grants an agent (also called an “attorney-in-fact”) the authority to perform specific acts on the principal’s behalf. For sale of real property, the authority must be special—clear, express, and in writing.

Legal anchors (key concepts)

Agency is governed by the Civil Code (Arts. 1868 et seq.).
Sale of land through an agent is void unless the agent’s authority is in writing (Civil Code Art. 1874).
Acts requiring a special power, including sale or encumbrance of real property, must be expressly conferred (Civil Code Art. 1878).
Formalities for notarization are under the Rules on Notarial Practice; notarization converts a private instrument into a public document, giving it elevated evidentiary weight and allowing it to be presented to registries and government offices.
If signed outside the Philippines, the SPA typically requires apostille (or consular authentication, where applicable) before local use.

2) When do you need an SPA for a property sale?

The registered owner(s) cannot personally appear to sign the deed of sale or complete BIR/LGU/Registry of Deeds (RD) processes.
The owner is overseas and delegates the sale to someone in the Philippines.
The seller is a corporation, and a representative must be armed with board authority plus an SPA (or secretary’s certificate with board resolution) if dealing beyond ordinary course or as required by counterparties/RD.

Note on spouses and co-owners

Conjugal/community property: spousal consent is generally required to sell; safest practice is for both spouses to sign or for the acting spouse to present an SPA from the other.
Co-owned or inherited property: each co-owner must authorize the agent, or they all sign the sale documents (or issue separate SPAs naming the same agent).

3) Who can be an attorney-in-fact?

Any person with legal capacity (18+, not otherwise disqualified). Common choices: spouse, relative, trusted friend, lawyer, or professional agent. The principal remains liable for authorized acts; choose someone trustworthy and capable.

4) Formal requisites & execution checklist

Minimum requirements

Written instrument identifying principal and agent.
Specific authority to sell the described property.
Signature of the principal (and spouse, if applicable).
Notarization (acknowledgment form) by a duly commissioned notary public.
Competent evidence of identity (government-issued photo ID) presented to the notary.

If executed abroad

Execute the SPA before a local notary abroad and obtain an apostille (if the country is party to the Apostille Convention); or
Execute before a Philippine Embassy/Consulate for consular notarization, then use locally.

Attachments typically requested in practice

Photocopies of valid IDs of principal and attorney-in-fact (with signatures).
Copy of Certificate of Title (TCT/CCT), tax declaration, and a lot plan/technical description.
Civil status documents if relevant (e.g., marriage certificate).
For corporate principals: Board Resolution and Secretary’s Certificate naming the representative and defining authority.

5) Essential clauses (what to include and why)

Title & Caption “Special Power of Attorney” with a clear subject: “Authority to Sell Real Property.”
Parties Full names, citizenship, civil status, address, and IDs of principal and attorney-in-fact.
Recitals (Whereas clauses) Background facts: ownership, reason for delegation (e.g., principal is abroad), description of property by TCT/CCT No., Lot/Block, Survey No., Area, Location. Reproduce technical description or annex it as Annex “A.”
Grant of Authority to Sell (Express & Specific)
- Authority “to sell, transfer, and convey” the identified property.
- Option to include a minimum price, acceptable payment terms (cash/instalments), acceptable earnest money, and whether credit terms are allowed.
Authority to Negotiate & Sign Instruments
- Authority to list, advertise, and negotiate sale terms.
- Authority to sign Offer to Buy, Contract to Sell, Deed of Absolute Sale (DOAS), Deed of Assignment, Deed of Cancellation, Receipts, Acknowledgments, and any side agreements necessary to close.
Authority to Receive & Disburse Funds
- Authority to receive earnest money, purchase price, issue receipts, deposit to designated bank account.
- Option: require that final purchase price be paid directly to the principal (safer), with agent only acknowledging receipt.
Authority for Taxes, Clearances, and Transfer
- Authority to process with BIR (e.g., file required forms, secure eCAR), City/Municipal Treasurer (transfer taxes), Assessor’s Office (tax declaration transfer), and Registry of Deeds (title transfer).
- Authority to obtain Certificates (e.g., real property tax clearance, zoning, tax mapping), TIN registration/updates if needed, and to pay required fees and charges.
Authority to Obtain/Submit Documents
- Authority to request and submit certified copies of the title, tax declarations, and other registrable instruments; to sign affidavits (e.g., non-tenancy, non-improvement), SPA for verification, and Data Privacy consents as needed for processing.
Authority to Engage Professionals
- To hire brokers, surveyors, lawyers, and liaisons, and to pay their fees, subject to stated caps or pre-approval.
Substitution / Delegation (Optional but powerful)
- Permit the agent to appoint a substitute or sub-agent (with or without power of substitution). If you don’t want this, state No power of substitution.
Validity Period
- A definite expiry date or event (e.g., “valid until registration of sale and release of full consideration, but not later than 12 months from execution”).
Non-transferability
- If you want only the named agent to act, state that the SPA is personal and non-assignable.
Ratification & Confirmation
- The principal ratifies and confirms all lawful acts of the agent within the scope of the SPA.
Restrictions & Safeguards
- Prohibit sale to specified persons (e.g., conflict of interest) or below a minimum price without written consent.
Governing Law & Venue
- Philippine law; venue for disputes (e.g., courts of the city where the property is located).
Signatures & Notarial Acknowledgment
- Principal’s signature (and spouse’s, if applicable), date and place of execution, and acknowledgment block with the notary public.

6) Model formats you can adapt

A. Short-Form SPA (Lean version)

SPECIAL POWER OF ATTORNEY
(Authority to Sell Real Property)

KNOW ALL MEN BY THESE PRESENTS:

I, [FULL NAME OF PRINCIPAL], [citizenship], [civil status], of legal age, and residing at [address], holder of [ID type/number], do hereby APPOINT [FULL NAME OF ATTORNEY-IN-FACT], [citizenship], [civil status], of legal age, and residing at [address], holder of [ID type/number], as my true and lawful ATTORNEY-IN-FACT, to do and perform the following acts in my name, place, and stead:

1) To SELL, TRANSFER, and CONVEY for such price and under such terms as my Attorney-in-Fact may deem reasonable, the real property registered in my name under [TCT/CCT No. ____], located at [full address], with an area of [___ sq.m.], more particularly described in the technical description attached hereto as Annex “A”;

2) To sign, execute, and deliver any and all documents necessary to consummate the sale and effect transfer of title, including but not limited to offers, contracts, deeds of sale, receipts, and acknowledgments;

3) To receive and issue receipts for earnest money and/or purchase price, to process and pay applicable taxes, fees, and assessments with the BIR, the local government, and the Registry of Deeds, and to obtain the eCAR, tax clearances, and new tax declarations;

4) To do any other act necessary and incidental to the foregoing.

This authority shall be valid until [date] unless sooner revoked by me in writing.

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

[Principal’s name and signature]
[Spouse’s name/signature, if applicable]

Notarial Acknowledgment (Philippine form)

ACKNOWLEDGMENT

Republic of the Philippines )
City/Municipality of ______ ) S.S.

BEFORE ME, a Notary Public for and in the City/Municipality of ______, this ___ day of ______ 20__, personally appeared:
   Name: __________________  ID Type/No.: __________________  Date/Place Issued: __________

who is known to me and to me known to be the same person who executed the foregoing Special Power of Attorney and acknowledged to me that the same is his/her free and voluntary act and deed.

WITNESS MY HAND AND NOTARIAL SEAL, on the date and at the place first above written.

Notary Public
Doc. No. ___;
Page No. ___;
Book No. ___;
Series of 20__.

Attach Annex “A”: full technical description or certified copy of title page with description.

B. Comprehensive SPA (with safeguards and processing powers)

SPECIAL POWER OF ATTORNEY
(Sale and Transfer of Title – Real Property)

KNOW ALL MEN BY THESE PRESENTS:

I, [Principal full name], [citizenship], [civil status], of legal age, residing at [address], holder of [ID], hereinafter referred to as the “Principal,” do hereby APPOINT [Attorney-in-Fact full name], [citizenship], [civil status], of legal age, residing at [address], holder of [ID], hereinafter referred to as the “Agent,” as my true and lawful attorney-in-fact, with full power and authority to do and perform the following acts on my behalf:

A. PROPERTY
The real property registered under [TCT/CCT No. ____], located at [address/Barangay/City/Province], with an area of [__ sq.m.], more particularly described in Annex “A.”

B. SPECIFIC AUTHORITY
1. To SELL, TRANSFER, and CONVEY the Property for a price not less than [₱____], on cash or on terms with down-payment not less than [__%] and balance payable within [__ months], subject to interest not less than [__%] per annum.
2. To negotiate, accept, and receive earnest money and purchase price; PROVIDED, final payment of the purchase price shall be made via [bank transfer/cashier’s check] to [Principal] unless I consent in writing otherwise.
3. To sign and deliver offers, contracts to sell, deeds of absolute sale, deeds of assignment, affidavits, undertakings, and any incidental instruments; to issue receipts and acknowledgments.
4. To process with the BIR, LGU, and Registry of Deeds: secure eCAR, pay taxes/fees, obtain tax clearances, transfer tax declarations, and cause issuance of the buyer’s new title.
5. To obtain certified copies, request and submit documents to government offices and utilities; to apply for TIN updates or issuance as required for tax processing.
6. To hire professionals (brokers, lawyers, surveyors, liaisons) and pay reasonable fees not exceeding [₱____] in aggregate without my further written approval.

C. LIMITATIONS
The Agent shall not: (i) sell below the minimum price above; (ii) sell to [prohibited persons], or (iii) enter into side agreements not reflected in the principal sale documents without my written consent.

D. SUBSTITUTION
[ ] The Agent may appoint a substitute/sub-agent with the same powers.
[ ] **No power of substitution.** (Check one. If neither is checked, no substitution is allowed.)

E. VALIDITY; REVOCATION
This SPA is effective upon signing and remains valid until [expiry date] or completion of registration of the sale, whichever comes first, unless earlier revoked by me by written notice delivered to the Agent and publicly via notarial instrument.

F. RATIFICATION
I hereby ratify and confirm all lawful acts of the Agent done within the scope hereof.

IN WITNESS WHEREOF, I have signed this Special Power of Attorney on [date] at [place].

[Principal signature over printed name]
[Spouse’s signature, if applicable]
[Agent’s conformity/signature – optional]

(Attach standard Philippine notarial acknowledgment as shown in the short-form.)

7) Practical drafting notes & best practices

Be explicit. Name the exact property and the act to sell (not just “manage”). Avoid vague catch-all language as your sole authorization.
Set guardrails. If price or buyer qualifications matter, state them. Consider a validity period (e.g., 6–12 months).
Spousal/co-owner consent. Safer to have all owners (and spouses, if applicable) sign the SPA or the sale documents.
No substitution unless truly necessary. If allowed, limit it (e.g., written approval required).
Attach technical description or certified copy of title to prevent identity mistakes.
Use an acknowledgment, not a jurat, for instruments of conveyance authority.
Keep originals. Government offices often require originals or notarized certified copies.
Revocation: If you revoke, do it in writing, have it notarized, and notify the agent and likely counterparties; consider registering the revocation if the SPA was previously presented to government offices.

8) How the SPA is used in an actual sale (process overview)

Pre-sale: Verify ownership, liens/encumbrances, taxes, IDs. Draft SPA with full details and have it notarized (apostilled if executed abroad).
Marketing & negotiation: Agent lists/negotiates within SPA limits.
Contracting: Agent signs Contract to Sell or Deed of Absolute Sale, issues receipt for earnest money or down-payment as authorized.
Tax clearance & eCAR: File BIR forms and documents; settle applicable taxes (seller/buyer allocation depends on agreement and law/regulations). Obtain eCAR.
Title transfer: Submit deed, SPA, eCAR, clearances to Registry of Deeds. New title issued in buyer’s name.
LGU/Assessor: Update tax declaration and real property tax records.
Turnover: Deliver possession and remaining documents; close utilities and HOA dues as agreed.

9) Common pitfalls (and how to avoid them)

Generic “administration” SPA used to sell land → Insufficient. Always say “to sell, transfer, and convey” the specific property.
No notarization or defective acknowledgment → Government offices may reject; courts may not give public document weight.
Property description errors → Attach the exact TCT/CCT/technical description.
No price/terms boundaries when desired → Add minimum price/terms to protect the principal.
Expired or revoked SPA used inadvertently → Include validity and keep a revocation log.
Executed abroad without apostille/consular authentication → RD/BIR/LGU may refuse processing.

10) Frequently asked drafting variations

Multiple principals appointing one agent? Yes. Each principal signs; make sure the SPA identifies their respective undivided shares if co-owned.
Multiple agents? You may appoint joint agents (must act together) or several agents (either may act). State this clearly.
Corporate seller? Use a Board Resolution authorizing the sale and naming a representative; attach Secretary’s Certificate. Some parties still request an SPA for the individual signatory—provide one if asked.
Authority to mortgage/lease instead of sell? Use separate special powers or clearly separate sections; Art. 1878 requires specific authority for each.

11) Quick drafting checklist (tick as you go)

Title states Special Power of Attorney – Sale of Real Property
Parties fully identified (names, citizenship, civil status, address, IDs)
Property fully described (TCT/CCT, area, location; Annex tech description)
Express authority to sell, transfer, and convey
Price/terms limits (optional but recommended)
Authority to sign all sale instruments and receive funds (or require direct payment to principal)
Authority to process BIR/LGU/RD requirements and pay fees
Substitution clause chosen (allow or prohibit)
Validity/expiry; revocation terms
Signatures of principal (and spouse/co-owners as needed)
Notarial acknowledgment (Philippine form)
Apostille/consular authentication if executed abroad
Annexes: IDs, title copies, tax dec, technical description

12) Final tips

Keep the SPA as specific as necessary but practical for processing (include government liaison powers).
Coordinate the SPA content with your broker/lawyer and the buyer’s side before notarization to avoid re-execution.
For overseas principals, plan ahead for apostille timelines and international courier of the wet-ink original if required by counterparties.

If you want, say the word and I’ll adapt the comprehensive SPA above to your exact facts (names, TCT, price, terms, and whether substitution is allowed), plus tailor a BIR/LGU/RD document checklist for your city or province.