Selling agricultural land through a representative is common in the Philippines—especially when the owner is overseas, elderly, or managing multiple properties. But because a sale transfers ownership of real property, Philippine law demands stricter rules on an agent’s authority. A generic authorization (“as my representative”) is usually not enough. What’s typically required is a Special Power of Attorney (SPA) that clearly empowers the agent to sell a specific piece of agricultural land, under defined terms, executed with the correct formalities, and consistent with agrarian laws.

This article explains the key legal requirements, practical drafting points, and agricultural-land-specific issues that regularly affect validity and registrability.

1) What an SPA is—and why “special” matters for land sales

Under the Civil Code rules on agency:

The authority of an agent to act for another must generally be in writing when the transaction itself must be in writing.
For certain acts—especially selling real property—the agent must have a Special Power of Attorney, meaning express, specific authority to do that act.

Legal effect

An SPA authorizes the attorney-in-fact (agent) to sign documents and perform acts that legally bind the principal (owner). If the agent sells land without proper special authority, the sale is vulnerable to being declared unauthorized and may be rejected for registration or later challenged.

2) Governing legal framework (Philippine context)

The main legal sources affecting an SPA for selling agricultural land include:

Civil Code provisions on Agency (especially on written authority and acts requiring special power)
Notarial rules and practice (for validity as a public instrument and acceptance by the Registry of Deeds)
Property registration rules (Registry of Deeds requirements for recording)
Family Code / property relations of spouses (consent issues for conjugal/community property)
Agrarian laws (CARP/CARL, agricultural tenancy/leasehold rules, and restrictions on awarded lands)

Because agricultural land may be covered by agrarian reform, compliance is not only about the SPA—the sale process itself can require DAR-related clearances/conditions.

3) Core legal requirement: written special authority to sell real property

What makes the authority “special”

A compliant SPA for sale of agricultural land should be specific in at least these ways:

Identify the property clearly
State the authority to sell (not just “administer” or “manage”)
State the authority to sign the Deed of Absolute Sale (or other deed of conveyance)
State material sale terms (recommended; often demanded in practice)

Courts and registries tend to scrutinize SPAs for land transfers. The more detail, the less room for rejection or dispute.

4) Notarization: why it matters and what “public instrument” means in practice

A) Notarization is practically essential

While the Civil Code requires the authority to sell real property to be in writing, registration practice essentially requires the SPA to be notarized because:

The Deed of Sale must be notarized to be registrable as a public instrument.
The Registry of Deeds commonly requires the SPA to be a notarized public document before it will honor the agent’s signature on a notarized deed.

B) Key notarization elements

For an SPA executed in the Philippines, expect these essentials:

Personal appearance of the principal before the notary public
Competent proof of identity (current government ID/s)
Proper Acknowledgment (not merely a jurat)
Notary’s details, seal, notarial register entry, and document number/page/book/series

Practical note: Some registries and buyers ask for specimen signatures or multiple IDs, and they may require the SPA’s notarial details to be complete and legible.

5) If the principal is abroad: consular notarization or apostille realities

Many principals sign an SPA overseas. In practice, Philippine institutions usually accept either:

Consular notarization (SPA acknowledged before a Philippine consular officer), or
Local notarization abroad + apostille/authentication (depending on the country and current Philippine acceptance practice)

Practical guidance

If you want the smoothest acceptance in Philippine land transactions, consular notarization is often the least questioned.
If using a foreign notary, the document typically needs the correct authentication route so it will be recognized in the Philippines.

Because requirements can vary by destination country and by the local Registry of Deeds’ practice, parties often align the execution method with what the buyer, bank (if any), and RD will accept.

6) Minimum contents checklist for an SPA to sell agricultural land

A good SPA is not just “authority to sell.” It should be drafted for the entire transaction pipeline: negotiation → signing → taxes → registration → turnover.

A) Parties and capacity

Include:

Principal’s full name, citizenship, civil status, address
Agent’s full name, citizenship, civil status, address
Statement that the principal is the registered owner (or one of them) of the property

B) Clear property description (very important)

Use the title and technical identifiers, e.g.:

Title number (TCT/CCT), Registry of Deeds location
Lot and block number, survey plan number if available
Location (barangay/municipality/province)
Area (square meters/hectares)
Boundaries / technical description (attach if possible)

Best practice: Attach a copy of the title and tax declaration as annexes and refer to them in the SPA.

C) Express authority to sell and convey

Use explicit verbs such as:

“to sell, transfer, convey, and dispose of the property”
“to sign, execute, and deliver the Deed of Absolute Sale/Deed of Conveyance”
“to represent me before the Registry of Deeds and all government offices”

D) Sale price and terms (strongly recommended)

To avoid claims that the agent sold below authority, specify:

Minimum sale price or fixed price, and/or
Authority to negotiate within a stated range
Payment terms (cash, installment, downpayment/balance)
Authority to receive earnest money / option money

If you want to tightly control the sale, require that the agent can sign only if price and terms meet a stated condition.

E) Authority to receive money and issue receipts (if intended)

If the agent will collect payment, include:

Authority “to receive the purchase price”
Authority to sign receipts/acknowledgments
Where funds must be remitted (named bank account, deadline)

If you do not want the agent receiving money, state that payments must be made directly to the principal.

F) Authority for taxes, clearances, and registration steps

Include authority to:

Secure certified true copies of title, tax declarations, tax clearances
Obtain BIR-related requirements for transfer taxes and issuance of proof for registration (often called an eCAR in practice)
Pay capital gains tax (if agreed), documentary stamp tax, transfer tax, registration fees
Sign tax forms and liaise with BIR/LGU/Assessor/Registry of Deeds
Process DAR-related documents if applicable (see agrarian section below)

G) Authority to sign supporting documents

Common add-ons:

Authority to sign an Authority to Sell listing (broker)
Authority to sign an Offer to Purchase, Contract to Sell, Deed of Sale, Deed of Confirmation
Authority to sign Special/General Information Sheets required by banks/buyers
Authority to deal with boundary/relocation surveys (geodetic services)

H) Substitution (optional and sensitive)

If allowing the agent to appoint a substitute (“to delegate”), state it clearly. Many principals prohibit substitution to reduce risk.

I) Term, revocation, and survival clauses

Define validity period (e.g., one year), or
“Until revoked in writing,” with clear revocation mechanics
Add a clause that revocation is effective upon written notice to named parties (buyer/broker) if you want tighter control

Important: Revocation can affect third parties differently depending on notice and circumstances; so if you revoke, do it formally and circulate the notice.

7) Spousal consent and ownership structure: common deal-breakers

Even with a perfect SPA, the sale may fail if the wrong owner signs or if required consents are missing.

A) If the land is conjugal/community property

If the property is part of the marriage property regime, the sale typically requires spousal participation/consent. Practical approaches include:

Both spouses sign the Deed of Sale personally, or
One spouse gives the other (or a third person) an SPA, or
Both spouses grant a joint SPA to the same agent

B) Co-ownership (siblings, heirs, multiple titled owners)

If multiple persons are registered owners, you typically need:

All co-owners signing the Deed of Sale, or
SPAs from each co-owner authorizing the same agent (or different agents)

C) Estate situations

If the titled owner has died, heirs generally cannot sell via an SPA “as if” they are the owner unless the property is properly transferred/settled. Common required steps include:

Estate settlement (judicial or extrajudicial) and payment of estate tax, then
Transfer of title to heirs, then
Sale by heirs (or through their SPAs)

Trying to sell without settling the estate is a frequent cause of transaction failure.

8) Agricultural land specifics: agrarian reform coverage, tenancy, and restrictions

“Agricultural land” is not just land used for farming; it can be land classified as agricultural, potentially covered by agrarian reform laws, or subject to tenancy/leasehold rights. These can impose legal restrictions beyond ordinary land sale rules.

A) Check CARP / agrarian reform status

Determine whether the land is:

CARP-covered, or
Previously awarded (e.g., CLOA lands), or
Not covered / exempt / excluded, or
Converted or reclassified (which has its own rules)

If the land is agrarian-reform-awarded, transfers can be restricted and may require DAR approval or may be prohibited within certain periods.

B) Tenancy / agricultural leasehold issues

If there is a tenant or agricultural lessee:

The occupant’s rights can affect possession and the buyer’s plans.
Agricultural leasehold rules may provide protections that survive a transfer, and may include priority or redemption-type rights in certain situations.

A buyer will often require a tenancy status certification, waiver, or other documentation to reduce risk. Proceed carefully and lawfully—tenancy issues are fact-sensitive and heavily litigated.

C) Land classification and conversion

If land is agricultural but intended for non-agricultural use (subdivision, industrial, commercial), conversion typically requires compliance with land use and agrarian conversion rules. Even if the sale is valid, the buyer may not be able to develop without proper approvals.

9) Foreign ownership and buyer eligibility (frequent compliance question)

For Philippine land, the general rule is that ownership is reserved to:

Filipino citizens, and
Entities that meet constitutional/statutory Filipino ownership requirements

Foreigners are generally prohibited from owning land, with limited exceptions (e.g., hereditary succession in narrow circumstances). If the buyer is not eligible to own land, the transaction may be void or legally problematic.

For agricultural land, buyer eligibility can become even more sensitive if agrarian rules apply.

10) Registration realities: what the Registry of Deeds typically expects

To register a sale executed by an attorney-in-fact, the Registry of Deeds commonly requires:

Notarized Deed of Absolute Sale
Notarized SPA (often original or certified true copy)
Owner’s duplicate title (for titled land)
Tax clearances and transfer tax documents
Proof of tax payments and BIR documentation required for transfer registration
Government-issued IDs and other supporting documents as required

Practical tip: align SPA wording with RD workflow

Registries want to see that the agent is authorized not only “to sell” but also to sign and process registration. Include explicit authority to:

Present documents for registration
Receive registered documents
Sign forms/affidavits required by the RD or agencies

11) Common SPA drafting mistakes that delay or derail sales

No explicit authority to sell (only “manage/administer”)
Property not identified (no title/lot details)
No authority to sign a deed of sale
No authority to receive payment (or unclear payment handling)
No authority to process taxes/registration, causing practical dead-ends
SPA signed abroad but not properly authenticated/recognized
Missing spouse/co-owner authority
SPA too old, revoked, or questioned due to identity/signature inconsistencies
Allowing broad powers without safeguards, enabling “price abuse” or self-dealing risk

12) Risk management: safeguards principals often include

If you want to authorize a sale but reduce risk, consider these SPA controls:

Price floor (“not less than PHP ___”)
Buyer approval requirement (agent may negotiate but principal must approve final buyer/terms in writing)
Payments only to principal’s account (agent cannot receive funds)
No substitution
Time-limited authority
Require two IDs and specimen signature for agent
Require the agent to provide copies of all signed documents within 24–48 hours

13) A practical “minimum acceptable” SPA clause set (outline)

An SPA that is usually workable for real property sale contains authority:

To sell and convey the specifically described property
To negotiate terms within stated parameters
To sign the Deed of Absolute Sale and other conveyance documents
To receive or not receive purchase price (clearly stated)
To represent the principal before BIR, LGU, Assessor, DAR (if relevant), DENR (if relevant), and Registry of Deeds
To pay/settle taxes and fees (or to facilitate payment)
To sign applications, affidavits, and forms required for transfer and registration
To receive and deliver documents (title, tax documents, registered deed)
To do all acts necessary to implement the sale

14) Final reminders

An SPA for selling agricultural land is not just a formality; it is the legal bridge that makes an agent’s signature binding and registrable.
For agricultural land, always treat agrarian reform status and tenancy/leasehold as first-class issues—not afterthoughts.
The cleanest transaction is one where the SPA, deed, ownership consents, and regulatory/tax steps are designed to fit together from the start.

If you want, paste your draft SPA text (remove sensitive personal details if you prefer) and I can mark the missing clauses and risky wording—especially for price controls, spouse/co-owner issues, and agrarian-risk language.