Special Power of Attorney (SPA) for Use in Spain – A Comprehensive Guide for Philippine Principals
Context & Scope This article covers the end-to-end process of preparing a Philippine-executed Special Power of Attorney that will be presented to public or private entities in Spain—from legal foundations in both jurisdictions to drafting, notarization, apostillization, translation, and practical registration tips. While written for laypeople, it cites the controlling authorities so Filipino readers (or their counsel) can verify every step.
1. What Makes an SPA “Special” in Philippine Law?
| Key Reference | Core Rule |
|---|---|
| Civil Code, Art. 1878 | Enumerates transactions that cannot be delegated by mere “general” authority—sale or mortgage of real property, cession/partition, loan > ₱5,000, donation, guaranty, confession of judgment, creation of a partnership, etc. |
| Civil Code, Art. 1318 | An SPA is a contract—consent, object, and cause must concur. |
| Rules on Notarial Practice (2004) | For validity against third parties the SPA must be in a public instrument (notarized). |
Practical takeaway: Draft the SPA broadly enough to cover every act you foresee in Spain, but track the language of Art. 1878 verbatim for any of the listed transactions—Spanish notaries will look for explicit wording.
2. Drafting: Form & Substance
2.1 Core Clauses
Identities
- Principal: Full name, marital status, citizenship, Phil. address, passport no.
- Attorney-in-Fact: Full name, passport/DNI/NIE no., Spanish address.
- Attach clear passport copies.
Grant of Authority
- Begin with “I HEREBY APPOINT …”.
- Enumerate powers in item-by-item, boldface (e.g., “To purchase, sell, or encumber my property located at Calle …”).
Duration & Revocation
- Most Spanish registries accept open-ended SPAs, but you can add a fixed expiry (“…valid until 30 June 2027 unless earlier revoked.”).
- State that revocation must be in a public instrument notified to the attorney-in-fact and, where relevant, recorded in the same registry.
Acceptance (optional but recommended)
- A short “ACCEPTANCE OF MANDATE” clause signed by the attorney-in-fact may save a second notarial act in Spain.
Governing Law & Venue
- Philippine Civil Code for internal validity; Spanish law for form when presented abroad.
- Venue for disputes—Philippine courts (unless you plan Spanish litigation).
2.2 Language
Draft in English for the Philippine notary. A parallel Spanish column is allowed but the notary will notarize only the English. The official Spanish translation happens after apostillization (see § 4).
3. Signing & Notarization in the Philippines
| Step | Details |
|---|---|
| Appear before a Philippine notary | Bring the unsigned SPA, your passport/one government ID, and the notarial fee (₱300–₂,000, higher in Metro Manila). |
| Sign all pages | Ink signature, same as your passport. Initial marginal corrections. |
| Notary’s duties | • Verify identity • Witness signing • Affix notarial seal • Indicate Doc. No., Page No., Book No., Series No. |
| Documentary Stamp Tax | ₱30 fixed per SPA (Reg. Code 221, NIRC). Paid via adhesive DST stamp or the notary’s monthly BIR return. |
Tip: Ask for two originals. Spain often retains one; you’ll want a spare to revoke or amend later.
4. Apostille instead of Consular Legalization
4.1 Why an Apostille?
Both the Philippines (since 14 May 2019) and Spain (since 25 Sep 1978) are parties to the 1961 Hague Apostille Convention. An apostille attached in the country of origin replaces embassy/consulate authentication.
4.2 DFA Apostille Workflow
- Book an online appointment with the Department of Foreign Affairs – Office of Consular Affairs, Authentication Division.
- Submit the notarized original. The DFA verifies the notary’s signature against its specimen database.
- Pay ₱200 (regular, 3–4 working days) or ₱400 (express, next-day) per document.
- The apostille—a separate one-page certificate—is gummed to the SPA.
Common pitfall: The DFA rejects scanners/faxed PDFs. Bring the physical original with wet signatures.
5. Official Spanish Translation (“Traducción Jurada”)
Spanish public entities require documents in Castilian Spanish unless EU multilingual forms are used. Hire a “Traductor-Intérprete Jurado”—a sworn translator accredited by Spain’s Ministry of Foreign Affairs (MAEC).
| Option | Where to Find | Average Fee (2025 rates) |
|---|---|---|
| Philippines-based sworn translator | Limited; costlier shipping | €55–€70 per SPA + courier |
| Translator in Spain | Search MAEC list; send scanned apostilled SPA | €30–€50 + VAT |
The translator will:
- Attach a complete Spanish rendition.
- Add their statement, seal, and signature certifying fidelity.
- Combine both documents into a single bound packet.
Spanish law treats the sworn translation as internally apostilled, so no further legalization is needed.
6. Presenting the SPA in Spain
6.1 Before a Spanish Notary
For real estate or corporate acts, the attorney-in-fact will often appear before a Spanish notary. The notary will:
- Verify the apostille and sworn translation.
- Check the attorney-in-fact’s valid ID + NIE (Número de Identidad de Extranjero).
- Retain the original or certified copy for the notarial protocol.
6.2 Registration Scenarios
| Registry | When Needed | Extra Formalities |
|---|---|---|
| Registro de la Propiedad | Sale/mortgage of real estate | Land registry office keeps a notarial copy; SPA will be cited in the escritura. |
| Registro Mercantil | Company formation, share transfers | Attach an official copy plus sworn translation; directors’ NIE numbers required. |
| Dirección General de Tráfico | Vehicle sale | Certified photocopy often sufficient; confirm with provincial office. |
Some agencies will return the authenticated SPA once scanned; others keep it. Keep extra certified copies on hand.
7. If the SPA Is Executed in Spain (Reverse Scenario)
Sign before a Spanish notary → Apostille by Spain’s Ministry of Justice (Colegio de Notarios) → Optional English translation → Submit to Philippine entities. This reverse path satisfies the Philippine DFA provided the apostille is present. If the SPA is for land transactions in the Philippines, have it entered in the appropriate Registry of Deeds together with a consularized Certificate of Authority for a Notarial Act (CANA) if issued in a US state—Spain doesn’t require CANA.
8. Revocation, Amendment, and Termination
- Unilateral Revocation – Execute another notarized instrument (“Revocation of SPA”), apostille it, and notify all Spanish parties that relied on the original.
- Automatic Termination – Upon death, interdiction, or insolvency of the principal or attorney-in-fact; or upon expiration date in the SPA.
- Partial Amendment – Not possible by marginal note; issue a fresh SPA superseding the previous one.
Always record the revocation in any Spanish registry where the SPA was filed to protect third parties acting in good faith.
9. Remote & Electronic Notarization (2025 update)
- Philippine e-notaries are recognized domestically under the Interim Guidelines on Remote Notarization (March 2024), but Spain does not yet accept Philippine digital signatures and seals under eIDAS. Play safe: stick to wet-ink notarization + physical apostille for cross-border use.
10. Tax & Liability Considerations
| Issue | Philippine Side | Spanish Side |
|---|---|---|
| Documentary Stamp Tax | ₱30 flat (as above) | None if merely lodged; AJDXA stamp duty applies when the SPA is embedded into a taxable notarial act (e.g., real‐estate purchase). |
| Capital Gains / Withholding | Not triggered by granting an SPA. | Tax arises on the underlying transaction (sale, donation, etc.). |
| Legal Liability | Principal is bound by attorney’s acts within the mandate; liable for torts if negligent in selection of agent (culpa in eligendo). | Spanish Civil Code, Art. 1718: same rule; damages if authority exceeded but third party in good faith may still bind principal. |
11. Frequently Asked Questions
Do I need to appear personally in Spain after issuing an SPA? No, that is the point of the SPA. However, for multi-step bureaucratic processes (e.g., residency applications) Spanish authorities may still request biometrics.
Can I have two attorneys-in-fact acting severally? Yes—state “acting jointly or severally” if you want either to act alone. Spanish banks sometimes insist on joint signatures, so clarify.
Is my Philippine‐notarized SPA automatically valid forever? In principle yes, unless an expiry is stated. But most Spanish notaries frown on SPAs older than 5 years. Consider re-executing if stale.
What if I marry or change my surname? In Spain, name consistency is crucial; file a marginal note or issue a new SPA reflecting the change.
12. Checklist: One-Page Summary
- Draft SPA – enumerate special powers.
- Notarize in PH – wet ink, pay DST.
- DFA Apostille – ₱200/₱400, 1–4 days.
- Sworn Spanish Translation – Traductor Jurado.
- Courier to Agent in Spain – use tracked mail.
- Agent presents to Spanish Notary/Registry – carry ID + NIE.
- Keep scanned copies – for future revocation and proof.
Final Word
A Philippine-executed SPA that is properly notarized, apostilled, and translated carries full faith and credit in Spain thanks to the Hague Convention. The key to a frictionless transaction is precision in drafting (quote Art. 1878), adherence to formalities (apostille + jurado translation), and early coordination with the Spanish professional (notary, gestor, or lawyer) who will present the document.
This article is for informational purposes only and is not legal advice. Engage Philippine and Spanish counsel for transaction-specific guidance.