I. What Is a Special Power of Attorney?

A Special Power of Attorney (SPA) is a written authority by which a person (the principal) authorizes another (the attorney-in-fact or agent) to perform specific, clearly identified acts on the principal’s behalf.

Under the Civil Code on agency (Arts. 1868–1932), powers of attorney are strictly construed: the agent can only do what is clearly and expressly granted. Acts that dispose of rights or create serious obligations—such as selling land or taking out loans—generally require a special power, not a broad “do-everything” mandate. (Respicio & Co.)

An SPA is typically:

Written
Notarized (for most real-world uses)
Specific about:
- The parties
- The property or transaction
- The exact acts the agent may do

II. SPA vs. General Power of Attorney (GPA)

Philippine law recognizes two main types of powers of attorney:

General Power of Attorney (GPA)
- Covers acts of administration: everyday management, preservation of property, payment of ordinary expenses, collection of debts, etc.
- Does not usually authorize acts of strict dominion (e.g., selling property) unless clearly specified.
Special Power of Attorney (SPA)
- Required for acts of strict dominion or those that significantly affect ownership or major obligations.
- Authority must be expressed in clear and unequivocal terms. (Respicio & Co.)

If the law or a contract requires a “special power,” a GPA is not enough. A bank, buyer, or government office is entitled to reject a transaction if the power of attorney is too vague or merely “general”.

III. When the Law Requires a Special Power of Attorney

1. Article 1878 Civil Code – Key Examples

Article 1878 of the Civil Code lists transactions that require a special power of attorney. Without being exhaustive, the most important examples include: (Respicio & Co.)

Sale or encumbrance of real property
- Selling, mortgaging, or otherwise creating a real right over land, including long-term leases (typically those exceeding 1 year).
Making or accepting donations
- Donations of substantial value or those that may significantly reduce the principal’s assets.
Entering into loans or borrowing money in the name of the principal.
Creating or endorsing negotiable instruments
- Signing checks, promissory notes, or other commercial papers in the principal’s name.
Acting as guarantor or surety
- Binding the principal to pay another person’s obligations.
Entering into compromise or arbitration
- Settling lawsuits by compromise, or submitting disputes to arbitration.
Accepting or repudiating inheritance or donation
Creating or revoking trusts
Other acts where law or contract demands specific authorization

In all these cases, if the agent acts without a proper SPA (or outside its terms), the act may be unenforceable against the principal and can be rejected by third parties.

IV. Common Practical Uses of SPAs

Outside the codal list, SPAs are widely used in practice because institutions prefer clear, written, notarized authority:

Real Estate Transactions
- Sale or purchase of land, houses, condos
- Signing Deeds of Sale, mortgages, lease contracts
- Transferring title at the Registry of Deeds and securing tax clearances
Banking and Finance
- Opening and closing accounts
- Depositing and withdrawing funds
- Applying for, restructuring, or paying off loans
- Signing bank documents when the principal is abroad
Government and Administrative Matters
- Representation before the BIR, LRA, LTO, SSS, Pag-IBIG, PhilHealth, SEC, etc.
- Filing applications, signing forms, claiming benefits or checks (RESPICIO & CO.)
Litigation and Legal Proceedings
- Authorizing someone to file complaints, counter-affidavits, or pleadings (though appearance in court is typically done by a lawyer via a separate authority)
- Compromising or settling cases as allowed by Article 1878
Corporate and Business Transactions
- Signing contracts on behalf of a shareholder or officer
- Attending stockholders’ meetings and voting shares
- Handling corporate registration or compliance filings
Personal and Family Transactions
- Handling transactions while the principal is abroad or ill
- Processing school documents, visa or embassy requirements
- Managing remittances and local obligations

V. Legal Requirements for a Valid SPA

A. Substantive Requirements (Civil Code)

An SPA, like any contract, must have: (Respicio & Co.)

Consent
- Principal must freely and knowingly grant authority.
- Agent must accept (expressly or impliedly).
Object
- The acts authorized must be lawful, possible, and determinate (or determinable).
Cause
- Usually the principal’s need or interest in having someone act on their behalf; may be for compensation or gratuitous.
Capacity of Parties
- Principal must have capacity to enter into the underlying transaction (e.g., capacity to sell property).
- Agent must be capable of performing civil acts.
Specificity of Powers
- The special acts must be described clearly enough that third parties know what the agent may do.

B. Formal Requirements: Writing and Notarization

Writing

For many Article 1878 acts (especially those dealing with immovable property), the SPA must be in writing and contained in a public instrument to bind third parties. (RESPICIO & CO.)

Notarization

While some powers of attorney might be valid between principal and agent even if not notarized, in practice an SPA is almost always notarized because:

The Register of Deeds, BIR, and most government agencies will only honor notarized SPAs. (RESPICIO & CO.)
Banks and large corporations typically require notarization.
Notarization converts the SPA into a public document, making it:
- Admissible in evidence without further proof of authenticity
- Presumptively genuine and duly executed

Key notarial rules (2004 Rules on Notarial Practice): (RESPICIO & CO.)

Principal must personally appear before the notary.
Notary must verify identity using competent evidence of identity (usually government IDs).
Principal must sign in the presence of the notary (or acknowledge that the signature is theirs).
Notary affixes seal, signature, date, place, and records the act in a Notarial Register.

An SPA cannot be notarized without the principal’s signature; the signature is the manifestation of consent. (RESPICIO & CO.)

C. Documentary Stamp Tax (DST)

Under the National Internal Revenue Code, Section 195, a ₱5.00 documentary-stamp tax is imposed on each power of attorney, including SPAs. Failure to affix DST may affect the document’s acceptance in tax-related processes. (RESPICIO & CO.)

VI. SPAs Executed Abroad for Use in the Philippines

Filipinos and foreign principals often sign SPAs abroad so someone in the Philippines can act for them. Typical requirements: (Respicio & Co.)

Executed Before a Philippine Consulate
- Treated as if notarized in the Philippines.
- Usually already in a format acceptable to local registries and banks.
Executed Before a Local Notary Abroad + Apostille
- For countries that are parties to the Hague Apostille Convention, the foreign-notarized SPA must be apostilled by the competent authority of that country.
- Once apostilled, it is generally recognized in the Philippines without consular legalization.
Non-Apostille Countries
- The SPA usually needs consular authentication/legalization by a Philippine Embassy or Consulate.

In all cases, the SPA must still comply with Philippine substantive law on agency and specificity of authority.

VII. Drafting an SPA: Essential Clauses and Structure

A. Basic Parts of an SPA

A well-drafted SPA in the Philippines usually contains:

Title
- “SPECIAL POWER OF ATTORNEY”
Parties and Identifying Details
- Full name, nationality, civil status, address of the principal
- Full name, nationality, civil status, address of the attorney-in-fact
- If married property is involved, indicate spouse and property regime, or have both spouses as principals. (RESPICIO & CO.)
Recitals (“Whereas” Clauses)
- Brief explanation why the SPA is needed e.g., principal resides abroad, is ill, or cannot personally attend.
Grant of Authority (Core Clause)
- Numbered paragraphs explicitly listing the authorized acts:
  - “To sell, transfer and convey my parcel of land located at…”
  - “To sign and execute the Deed of Absolute Sale…”
  - “To receive and issue receipts for the purchase price…”
Incidental Powers
- Limited supporting powers necessary to implement the principal authority: e.g., “To sign, file, and receive all documents necessary and incidental to the foregoing authority.”
Limitations and Safeguards
- Prohibitions or conditions:
  - Minimum price
  - Requirement of cash payment
  - No power to borrow in principal’s name, etc.
Duration and Revocation
- Clauses stating:
  - When the SPA takes effect
  - Whether it is continuing until revoked, or limited by date or event
  - Principal’s right to revoke in writing
Substitution Clause (Optional)
- Allowing or disallowing the agent to appoint a substitute or delegate.
Ratification Clause (Optional)
- Principal’s commitment to recognize as valid any lawful acts done by the agent within the scope of authority.
Signature Block
- Signature over printed name of principal
- Date and place of execution
- Witnesses, if required by the notary or receiving agency
Notarial Acknowledgment
- Standard Philippine Acknowledgment clause (not Jurat)
- Includes:
  - Republic, Province/City, date
  - Personal appearance details
  - Competent evidence of identity
  - Notary’s commission details

VIII. Sample SPA Format (Philippine Style)

Below is a sample outline (for educational purposes only). It must always be customized for the particular transaction and checked against current agency requirements.

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

    I, JUAN DELA CRUZ, of legal age, Filipino, married to MARIA DELA CRUZ,
    and residing at 123 Sampaguita Street, Quezon City, Philippines,
    hereinafter referred to as the PRINCIPAL,

    do hereby APPOINT, NAME, and CONSTITUTE

    PEDRO SANTOS, of legal age, Filipino, single, and residing at
    456 Narra Street, Quezon City, Philippines,

    as my true and lawful ATTORNEY-IN-FACT,

    to do and perform the following acts and deeds in my name, place, and stead:

    1. To SELL, TRANSFER, and CONVEY, under such terms and conditions
       as my Attorney-in-Fact may deem reasonable but for a price of not
       less than [PRICE IN WORDS AND FIGURES], my parcel of land
       located at [ADDRESS], covered by Transfer Certificate of Title
       (TCT) No. [NUMBER], of the Registry of Deeds of [CITY/PROVINCE],
       together with all improvements thereon;

    2. To sign, execute, and deliver any and all documents necessary or
       proper to effect such sale, including but not limited to the Deed
       of Absolute Sale and any addenda, and to appear before any notary
       public for the acknowledgment thereof;

    3. To secure from the appropriate government agencies all required
       clearances and authorizations, including but not limited to
       tax clearances, certificates authorizing registration, and such
       other documents as may be necessary to transfer title in the name
       of the buyer;

    4. To receive in my behalf the purchase price and to issue
       corresponding receipts, and to pay, out of such purchase price,
       any taxes, fees, and expenses incident to the transaction;

    5. To do any and all acts necessary, proper, or incidental to carry
       out the foregoing authority, but not to borrow money or incur
       obligations in my name other than those directly related to the
       sale herein authorized.

    HEREBY GIVING AND GRANTING unto my said Attorney-in-Fact full power
    and authority to execute and perform every act necessary to carry
    into effect the foregoing authority, as fully to all intents and
    purposes as I might or could lawfully do if personally present,
    and hereby ratifying and confirming all that my said
    Attorney-in-Fact shall lawfully do or cause to be done under and by
    virtue of this Special Power of Attorney.

    This Special Power of Attorney shall be valid until [DATE OR
    CONDITION], unless sooner revoked in writing.

IN WITNESS WHEREOF, I have hereunto set my hand this
[DATE] at [PLACE], Philippines.

        (sgd.) JUAN DELA CRUZ
                Principal

SIGNED IN THE PRESENCE OF:

_________________________        _________________________
      Witness                           Witness

Then attach a Philippine notarial acknowledgment, tailored to the place of execution and including ID details.

IX. Using the SPA: Practical Considerations

Original vs. Copies
- Many agencies require the original notarized SPA.
- Some will keep the original and accept certified true copies for other transactions.
Agency-Specific Checklists
- BIR, LRA, banks, and others often have their own detailed checklists (e.g., required IDs, translations, apostille).
- A perfectly valid SPA in law can still be rejected administratively if it doesn’t match the institution’s standard forms. (RESPICIO & CO.)
Translation
- If the SPA is in a foreign language, courts and agencies usually require an official English or Filipino translation.
Multiple Principals
- When spouses or co-owners are involved, each principal should sign, or the SPA should clearly show spousal consent where needed (e.g., community property). (RESPICIO & CO.)
Scope vs. Reality of Use
- Overly broad SPAs may be risky; too narrow, and they may be useless for unforeseen requirements.
- Striking a balance is key.

X. Revocation and Termination of an SPA

Under the Civil Code rules on agency, an SPA ends in any of the following cases: (Respicio & Co.)

Revocation by the principal
- Usually done via a written Revocation of Power of Attorney, which should also be notarized.
- Third parties should be notified; otherwise, they may rely in good faith on the existing SPA.
Withdrawal or resignation by the agent
Death, civil interdiction, insolvency, or insanity
- Of either the principal or agent (subject to certain exceptions, e.g., when the agency is coupled with an interest).
Completion of the authorized act
- Once the specific transaction is fully accomplished, the purpose-based SPA naturally lapses, unless it expressly covers future acts as well.
Occurrence of a resolutory condition or expiry date
- If the SPA is time-bound or conditioned upon an event.

XI. Common Pitfalls and Best Practices

Frequent Errors

Using a generic template that does not clearly fit the transaction
Failing to identify the property by TCT number, area, and location
Omitting spouses or co-owners as principals when required
Lack of apostille or consular authentication for SPAs signed abroad
Missing documentary stamp tax or notarial defects (wrong venue, no competent ID, etc.)
Granting overbroad powers (e.g., “do anything in my name”) which may be viewed with suspicion or rejected by institutions (RESPICIO & CO.)

Good Practices

Start from the specific transaction, then build the SPA around it.
Verify up-to-date requirements of the receiving bank, registry, or agency.
Use clear, numbered clauses and avoid ambiguous language.
Limit powers to what is truly necessary, but add carefully drafted incidental powers.
State price floors, conditions, and restrictions for major dispositions (like sale of land).
Keep safe copies and track where the original SPA has been submitted.

XII. Final Notes

A Special Power of Attorney in the Philippines is more than a routine form: it is a critical instrument that can transfer property, bind the principal to heavy obligations, or decide the outcome of litigation. Its legal effectiveness depends on:

Correct type of power (special vs general),
Specific, clear drafting,
Observance of notarial and documentary requirements, and
Compliance with agency-specific rules.

Because mistakes can be costly—delayed property transfers, rejected bank transactions, or even void sales—any SPA involving significant rights (especially real property, large sums, or litigation) should ideally be reviewed or prepared by a Philippine lawyer familiar with current regulations and institutional practices.