1) What a Special Power of Attorney is

A Special Power of Attorney (SPA) is a written authority by which one person (the principal) authorizes another (the attorney-in-fact or agent) to perform specific, limited acts on the principal’s behalf. It is “special” because it is confined to particular transactions—unlike a General Power of Attorney, which is broader in scope.

In Philippine practice, an SPA is most commonly used for:

Selling, buying, or mortgaging real property
Signing contracts and deeds (Deed of Absolute Sale, Deed of Donation, lease contracts)
Processing titles, tax declarations, and government permits
Handling bank transactions (subject to bank policy)
Accepting/receiving money, checks, or property
Filing/withdrawing cases or entering settlements (subject to rules and specific language)
Representing the principal in specific government transactions (LTO, BIR, SSS, Pag-IBIG, PhilHealth, etc., subject to each agency’s rules)

An SPA is a private instrument by default. It becomes a public instrument when notarized.

2) Legal framework in Philippine context

Several bodies of law and rules shape SPA requirements and notarization practice:

a) Civil Code (Agency)

SPAs are grounded in the Civil Code provisions on agency. Core principles:

Agency is a relationship of representation: the agent acts in the name or on behalf of the principal.
The scope of authority is defined by the SPA’s text.
Third persons may rely on the SPA, but ambiguities are often construed narrowly for “special” authority.

b) Civil Code provisions requiring “special authority”

Certain acts must be expressly authorized—meaning the SPA should specifically state that the agent may do them. In practice, these include (among others):

Sell property (especially real property)
Mortgage/encumber property
Donate property
Compromise/settle claims or litigation
Waive rights
Borrow money or create obligations in the principal’s name
Receive payments or property (especially if the act involves disposition or settlement)
Enter into contracts that materially affect the principal’s property/rights

If the SPA lacks clear language, the act may be challenged as unauthorized.

c) Rules on conveyances of real property and registration practice

For real property transfers, the Registry of Deeds, banks, developers, and buyers commonly require:

Notarized SPA (public instrument)
Often a consularized SPA if executed abroad (or notarized abroad per applicable rules)
Clear property description and authority to sign the exact deed

d) Notarial Practice Rules and evidentiary consequences

Notarization is not merely a formality. A notarized SPA enjoys:

Presumption of regularity
Classification as a public document, which has stronger evidentiary weight than a private document
Greater acceptability by courts, registries, banks, and government offices

But notarization also carries strict compliance requirements, and defects can lead to:

Administrative liability for the notary
Rejection by registries/agencies
Challenges to authenticity or due execution

3) Parties and their roles

Principal

The person granting authority. Must have:

Legal capacity (of age, and able to give consent)
Ability to understand the authority given
For property transactions, the principal must generally be the owner or authorized representative of the owner

Attorney-in-fact / Agent

The person authorized to act. Should have:

Proper identification details in the SPA
Clear limits of authority
In many transactions, willingness to provide specimen signatures and IDs

Third parties

Banks, buyers, registries, government agencies, etc. Each can impose:

Additional documentary requirements
Verification measures (e.g., “within 1 year” SPA, specimen signature cards, confirmation calls, etc.)

4) Form and content: What a Philippine SPA should contain

There is no single mandatory template, but a well-drafted SPA typically includes the following:

a) Title and heading

“SPECIAL POWER OF ATTORNEY”

b) Identification of the principal

Full name
Citizenship (often included)
Civil status (often included)
Address
Government ID details (ID type/number; sometimes included in the body or notarial portion)

c) Identification of the attorney-in-fact

Full name
Address
Relationship (optional)

d) Recitals (optional but helpful)

Brief context: why the SPA is being executed, what property/transaction is involved.

e) Specific powers (the heart of the SPA)

This must be clear, specific, and transaction-focused. Good drafting practice:

Use numbered paragraphs
Avoid vague phrases like “to do all acts necessary” without anchoring them to the specific transaction
If real property is involved, include:
- Exact property details (TCT/CCT number, lot and block, location, area, boundaries if needed)
- Authority to sign specified deeds (e.g., Deed of Absolute Sale) and supporting documents
- Authority to appear before agencies (BIR, Registry of Deeds, Assessor’s Office, City Treasurer, etc.)
- Authority to receive proceeds or issue receipts (if intended)

f) Authority to substitute (optional)

If the principal wants the agent to delegate to another person, the SPA must allow substitution. Otherwise, the agent generally cannot appoint a sub-agent without authority.

g) Term / validity (optional but common)

SPAs can be:

For a fixed period (e.g., “valid until 31 December 2026”)
For a specific transaction (terminates upon completion)
Revocable at will (default rule, unless coupled with interest or otherwise legally constrained)

Many institutions prefer a “recent” SPA (e.g., issued within the last 6 months or 1 year), though that is a policy preference rather than a universal legal expiration.

h) Signatures

Principal signs (and initials pages in many practices)
Agent’s acceptance signature is not always legally required, but often included as “CONFORME” or “WITH MY CONFORMITY,” especially for institutional transactions

i) Witnesses (optional but sometimes advisable)

For non-notarized SPAs, witnesses can help prove due execution. For notarized SPAs, witnesses are not usually required, though they may still be used in some settings.

5) When an SPA must be notarized

Legally, an SPA may be valid as a private writing for many purposes, but notarization becomes practically or legally necessary in many contexts. In the Philippines, notarization is typically required or strongly expected when:

a) Real property transactions

For selling, mortgaging, donating, leasing long-term, or otherwise disposing/encumbering real property, parties and registries nearly always require a notarized SPA because:

Deeds affecting real property are commonly notarized
Registries require documents with stronger evidentiary status
Notarization is part of fraud-prevention practice

b) Registration and government processing

Registries, BIR, LTO, banks, and other agencies often require a notarized SPA (and may demand specific language).

c) Court and litigation-related authority

For actions like entering into compromise, receiving judgment proceeds, or signing a verification/certification, the SPA’s wording must be specific; notarization is frequently required by courts or demanded as best practice.

d) High-value or high-risk transactions

Banks, investment houses, developers, and corporate registries may require notarization even if the underlying act could theoretically be done under a private SPA.

Practical rule: If the SPA will be presented to a third party for reliance, especially for property, banking, or government transactions, notarization is usually the baseline expectation.

6) Notarization essentials in the Philippines

a) Personal appearance

The principal must personally appear before the notary public at the time of notarization. This is foundational. Without personal appearance, notarization is defective and can expose the notary to administrative sanctions and cast doubt on the document.

b) Competent evidence of identity

The notary must verify the principal’s identity using competent evidence, typically:

A current government-issued ID with photo and signature
In some cases, credible witnesses if the principal lacks acceptable IDs, subject to strict conditions

In practice, notaries often require:

At least one, sometimes two valid IDs
Photocopies for attachment or record-keeping (often required by notaries; sometimes requested by institutions)

c) Voluntary act and capacity

The notary must be satisfied that the principal:

Understands the SPA
Is signing voluntarily
Has legal capacity

d) Notarial certificate (Acknowledgment)

Most SPAs use an acknowledgment, where the notary certifies that the principal appeared and acknowledged the document as their free and voluntary act.

e) Notarial register and document details

A notary should record notarization details in a notarial register and follow required formalities. Defects in register entries can create practical problems later, especially when authenticity is challenged.

7) Acknowledgment vs. jurat: which one applies to an SPA?

Most SPAs are notarized via Acknowledgment, not jurat.

Acknowledgment: The signer declares to the notary that the document is their free act and deed.
Jurat: The signer swears to the truth of the contents (used for affidavits).

An SPA is a grant of authority, not an affidavit of facts, so acknowledgment is the usual notarial act.

8) Execution abroad: SPA for principals outside the Philippines

Filipinos working or residing abroad frequently execute SPAs to authorize someone in the Philippines. Common methods:

a) Consular notarization (before a Philippine embassy/consulate)

A Philippine consular officer can perform notarial services. A consularized SPA is generally treated as equivalent to a notarized document executed in the Philippines for many purposes.

b) Notarization before a foreign notary, then authentication as required

Depending on the country and applicable rules and institutional requirements, a foreign-notarized SPA may need:

Authentication steps required by the receiving Philippine institution/agency
Compliance with cross-border document recognition processes (often involving apostille or consular authentication, depending on the country’s arrangements and the date of accession to relevant conventions)

Practical note: Institutions in the Philippines frequently prefer SPAs executed abroad to be done through the Philippine embassy/consulate, as it reduces disputes over authenticity.

9) Language and translation issues

An SPA may be written in English, Filipino, or a local language.
If presented to banks, registries, or foreign counterparties, an English version is commonly preferred.
If executed in a foreign language abroad, a certified translation may be required by the Philippine receiving office.

10) Common SPA use-cases and the drafting “must-haves”

a) Selling real property

The SPA should typically include authority to:

Negotiate and agree on price/terms
Sign the Deed of Absolute Sale
Receive purchase price (if intended)
Sign BIR forms, obtain CAR/eCAR, pay taxes
Process transfer at the Registry of Deeds and Assessor’s Office

Important: If receiving the money is not intended, do not grant receipt authority. Conversely, if receipt authority is intended, it should be explicit.

b) Mortgaging / loan transactions

The SPA should expressly authorize:

Borrowing money (if the agent will borrow)
Signing loan and mortgage documents
Encumbering the specified property Banks will impose their own SPA wording requirements.

c) Donations

Donations are strictly scrutinized. Authority to donate must be explicit, and the deed of donation typically requires notarization.

d) Vehicle transactions (LTO)

Authority should specify:

Vehicle details (plate number, chassis number, engine number)
Authority to sell/transfer/register
Authority to sign deeds and LTO forms

e) Court-related representation

A lawyer’s authority is separate from an attorney-in-fact’s authority. If the agent will:

Enter into compromise/settlement
Withdraw cases
Receive proceeds Those powers must be expressly stated. Courts may require particular language depending on the action.

11) Validity, duration, revocation, and termination

a) Revocability

As a rule, an SPA is revocable at the principal’s will. Revocation is often done through:

A written Revocation of SPA (preferably notarized)
Notice to the agent and to relevant third parties

b) Termination by law or circumstance

Agency may terminate due to:

Expiration of the SPA’s stated period
Completion of the specific act
Death of the principal (as a general rule)
Loss of capacity of the principal (depending on circumstances and legal rules)
Mutual agreement to end the agency

c) Reliance by third parties and notice

Even if revoked, issues arise if third parties had no notice and relied on the SPA. In practice, principals should notify:

The agent
Entities where the SPA was presented (banks, buyers, registries, developers) and retrieve copies where possible.

12) “Original copy” requirements and practical acceptance

Many offices require the SPA presented to them to be:

The original notarized copy (or a certified true copy, depending on office policy)
With attached photocopies of IDs
Recently issued (policy-driven “freshness” requirement)

These are practical gatekeeping measures aimed at fraud prevention.

13) Common defects that cause rejection or legal problems

a) Vague authority

“Any and all acts” language without specific acts can be rejected or narrowly interpreted.

b) Incomplete property description

Missing title number, location, or identifying details can cause rejection.

c) Missing authority to sign the exact document

If the transaction requires signing a Deed of Absolute Sale, but the SPA only says “to transact,” many registries/buyers will not accept it.

d) No authority to receive money

If the agent receives payment but the SPA doesn’t authorize it, disputes can arise.

e) No personal appearance / defective notarization

A notarization without the principal’s personal appearance is vulnerable to attack and may be refused.

f) Wrong names/typos and inconsistent IDs

Mismatch between names, middle initials, or addresses often triggers verification issues.

g) Alterations not properly acknowledged

Erasures or insertions should be properly handled; otherwise the SPA may be questioned.

14) Special considerations

a) Spouses and conjugal/community property

If the property is part of the marital property regime, many transactions require:

Proper spousal consent
Correct signatories An SPA may need to reflect the correct ownership and consent structure.

b) Corporate ownership

If the principal is a corporation, authority usually comes from:

Board resolution
Secretary’s certificate
Corporate SPA/authorization Notarial and documentary requirements differ from individual principals.

c) Multiple principals or multiple agents

Multiple principals: clarify whether the agent can act for all and whether all must sign.
Multiple agents: specify whether they can act jointly or severally.

d) “Irrevocable” or “coupled with interest”

Some agencies are described as irrevocable under specific conditions (commonly when coupled with interest). These are highly fact-specific and should be drafted carefully because labels alone do not control legal effect.

15) Notarization mechanics and document presentation

A well-prepared SPA packet often includes:

SPA document with clear enumerated powers
Photocopies of principal’s IDs (and often the agent’s IDs)
Specimen signatures (sometimes requested)
Supporting documents (title, tax declaration, contract to sell, loan documents), as needed

Notarial fees vary by locality and complexity. The notary may refuse notarization if:

The principal lacks acceptable ID
There are signs of coercion or incapacity
The document appears illegal or improper
The principal is not personally present

16) Practical checklist: A “bank/registry-ready” SPA

For high-acceptance in Philippine settings, ensure:

Principal appears personally before the notary (or consular officer abroad).
Valid government ID(s) available; names match the SPA.
Complete party details (full names, addresses).
Specific powers tailored to the exact transaction.
Property/asset details fully identified (TCT/CCT, location; or vehicle identifiers).
Authority to sign specific documents (Deed of Sale, loan/mortgage documents, tax forms).
Authority to receive/collect money or documents only if intended.
Term/validity stated if the receiving institution expects it.
No blanks, no unexplained erasures; pages initialed if customary.
Notarial acknowledgment properly completed and legible.

17) Risk management and best practices (Philippine reality)

Limit authority to what is necessary; avoid granting broad powers that can be abused.
Use transaction-specific SPAs rather than “all-purpose” SPAs.
For real property sales, consider adding:
- Clear limitation on minimum selling price (if desired)
- Clear rules on receiving proceeds (e.g., payment to be deposited to principal’s bank account)
Provide institutions with a copy ahead of time for pre-check (where allowed) to avoid rejection at the last step.
Keep a record of where the SPA was submitted and to whom, especially if revocation becomes necessary.

18) Summary of core principles

An SPA authorizes specific acts; the text controls the agent’s authority.
Many acts—especially disposition/encumbrance of property and compromise—require express special authority.
Notarization converts the SPA into a public instrument with strong evidentiary effects and practical acceptability.
Proper notarization requires personal appearance and competent proof of identity.
SPAs executed abroad are commonly accepted when processed through Philippine consular notarization or equivalent authenticated form required by the receiving institution.
Most SPA problems arise from vague drafting, missing transaction language, or defective notarization.