1) Why a Special Power of Attorney matters in inheritance sales

When a property owner dies, ownership and authority over the property shift from the decedent to the estate, and eventually to the heirs. In practice, real property cannot be validly transferred, sold, mortgaged, or otherwise disposed of in a clean, registrable way unless the proper persons sign the correct instruments and the transaction satisfies succession, tax, and registration requirements.

A Special Power of Attorney (SPA) becomes essential when one or more heirs cannot personally appear to sign documents needed to:

settle the estate (extrajudicial or judicial),
partition/allocate the property among heirs,
sell or convey the inherited property to a buyer,
process BIR and local tax requirements,
sign registration paperwork at the Register of Deeds (RD), and
appear before agencies, banks, developers, or courts as required.

In the Philippines, an SPA is not just “helpful”—for many property acts it is legally required because certain acts must be specifically authorized.

2) Key legal idea: heirs vs. the estate, and why “authority” is tricky

A. Before settlement/partition: co-ownership of heirs

Upon death, the heirs generally become co-owners of the hereditary estate (including real property) as an undivided whole, subject to paying estate obligations. This means:

No single heir can sell “a specific portion” of an unpartitioned property as if it were solely theirs.
A single heir can generally sell only his/her undivided share, but buyers usually won’t accept that, and it creates title and possession complications.

B. Settlement is typically required for a registrable transfer

To get a clean transfer at the RD, heirs usually execute either:

Extrajudicial Settlement (EJS) (often with partition), or
Judicial Settlement (through court).

If the property is being sold as part of settlement, it’s common to do:

EJS with Sale, or
EJS/Partition first, then Deed of Absolute Sale.

An SPA is used so an attorney-in-fact can sign these documents for absent heirs.

3) The “special” in SPA: acts that must be specifically authorized

Under Philippine civil law principles on agency, certain acts require special authority—meaning the authority must be clearly stated and not merely implied. In inheritance property transactions, these commonly include authority to:

A. Dispose of or encumber real property

Sell, transfer, assign, convey inherited property
Sign deeds of sale / deed of conveyance
Mortgage or otherwise encumber
Waive rights or renounce hereditary share (this is sensitive and often demands very explicit language)

B. Compromise or settle claims, acknowledge obligations

Sign extrajudicial settlement instruments
Agree to partition arrangements
Sign quitclaims, releases, compromises (e.g., boundary, adverse claims, estate disputes)

C. Receive or collect proceeds

Receive purchase price
Issue receipts and acknowledgments
Open/close escrow arrangements, deposit funds, sign bank documents

D. Handle registration and tax compliance

File and sign BIR estate tax and related forms (or coordinate through authorized representatives)
Secure BIR clearances / authorizations required for transfer
Pay transfer tax, documentary stamp tax (DST), capital gains tax (CGT) or other applicable taxes and fees
Obtain local tax clearances
Sign RD forms, affidavits, and supporting documents needed for transfer

Practical rule: If the attorney-in-fact will sign anything that affects title or rights to land, the SPA should name the act explicitly and identify the property specifically.

4) When heirs need an SPA (common situations)

You typically need an SPA for heirs when:

An heir is abroad and cannot sign estate settlement/sale documents in person.
An heir is in a different province/city and cannot appear for signing or at agencies.
There are many heirs, and they appoint one representative to process settlement, taxes, and registration.
The buyer or developer requires one signatory for efficiency (still must be authorized).
The property is under a housing loan, bank escrow, or developer transfer process requiring repeated appearances and document signing.
The family wants one heir to manage negotiations and closing, including receiving payment (requires explicit authority).

5) Threshold question: do you need SPA, or do you need something else?

Before drafting an SPA, identify what stage you are in:

A. If the decedent’s estate is not yet settled

You likely need instruments such as:

Extrajudicial Settlement / Partition (if allowed), and/or
EJS with Sale, or
Judicial settlement if EJS is not available (e.g., disputes, some disqualifying situations, or practical necessity).

The SPA is to authorize signing of those instruments and to process transfers.

B. If settlement is already done and property is already titled to heirs

Then the SPA is mainly for:

selling/encumbering the titled property,
signing deed of sale, receiving payment, transferring title, etc.

C. If there are minors or incapacitated heirs

SPA is often not enough:

A minor cannot simply appoint an attorney-in-fact through SPA.
Disposition of a minor’s property rights typically requires guardianship and often court authority/approval. This is one of the biggest “gotchas” in inheritance sales.

6) Legal prerequisites for Extrajudicial Settlement (and why it affects SPAs)

Extrajudicial settlement is commonly used because it’s faster than court. However, it’s typically appropriate only when:

The decedent left no will (intestate), and
The heirs are in agreement, and
There are no outstanding issues that effectively require judicial action.

Publication/notice

EJS instruments are commonly accompanied by publication requirements (especially to protect creditors and unknown heirs). In practice, publication is part of the documentation trail often requested by RDs.

Affidavits and supporting facts

Expect ancillary documents like:

Death certificate
Proof of family relations (marriage certificate, birth certificates)
TINs, IDs of heirs
Tax declarations, latest real property tax receipts
Title (TCT/OCT) and certified true copies
Sometimes: barangay certification, family tree, affidavit of self-adjudication (special case)

SPA impact: If an attorney-in-fact will sign an EJS, the SPA must explicitly authorize signing an EJS/partition and handling publication, taxes, and title transfer.

7) Self-Adjudication vs. Multiple Heirs: SPA considerations

A. Sole heir scenario (Self-Adjudication)

If there is truly only one heir, that heir may execute Affidavit of Self-Adjudication. If the sole heir is unavailable, an SPA may authorize someone to sign and process, but many offices scrutinize this closely because the affidavit is personal in nature and must match strict factual conditions (and the “sole heir” claim carries legal risk).

B. Multiple heirs

More common: several heirs execute EJS/partition. If one heir is absent, that heir issues an SPA for someone to sign on their behalf.

8) Core SPA content requirements (what must be in the document)

For heir property transactions, a robust SPA should include:

A. Parties

Principal: the heir granting authority (full name, citizenship, civil status, address)
Attorney-in-fact: the representative (full name, citizenship, civil status, address)
Relationship (optional but often helpful)

B. Specific property identification

Include all details to avoid rejection:

Title number (TCT/OCT)
Registry of Deeds location
Lot/Block, subdivision, survey numbers
Technical description reference (or attach title copy)
Tax declaration number and location (if relevant)

C. Specific acts authorized (avoid vague “do all acts…” alone)

List concrete powers such as:

Sign EJS / partition / EJS with sale
Sign deed of absolute sale, deed of conditional sale, deed of assignment, deed of donation (if applicable)
Sign affidavits (loss, non-tenancy, no improvement claims, etc. as needed)
Process estate tax compliance, secure clearances, pay taxes/fees
Appear before BIR, LGU, RD, banks, developers, utilities, and other offices
Receive and acknowledge payment (if allowed) and issue receipts
Appoint/engage professionals (lawyers, geodetic engineers) as needed (optional)

D. Limits and safeguards (highly recommended)

To reduce fraud risk and office pushback, consider:

Sale price floor (“not less than PHP ___”)
Named buyer(s) or authority to negotiate
Authority to receive payment only through specified method (manager’s check payable to principal, escrow, etc.)
Prohibition on donation or mortgage unless specifically intended

E. Duration / validity

Philippine practice varies:

Some offices accept “until revoked,” others prefer a stated period (e.g., 1 year).
If the SPA is old (commonly more than a year, sometimes even 6 months), some institutions may request a newer one as a matter of policy.

F. Signature and notarization

The SPA should be notarized. For land-related acts, notarization is practically indispensable because registrable instruments must generally be notarized (public instruments) for acceptance at RD and other offices.

9) Notarization rules and execution formalities (Philippine and overseas)

A. Executed in the Philippines

Must be notarized by a Philippine notary public.
The principal must personally appear before the notary and present competent evidence of identity (valid government ID).
Notarial details matter: correct name spelling, ID numbers/dates, competent witness requirements (if applicable).

B. Executed abroad (common for OFWs and emigrants)

You usually have two main routes:

Consular notarization (Philippine Embassy/Consulate)
- The SPA is executed before a consular officer.
- Generally treated as a public document for Philippine use.
Local notarization + Apostille (or authentication, depending on country and rules)
- If executed and notarized before a foreign notary, it may require apostille (or equivalent authentication) for acceptance in the Philippines.
- Offices can be strict about this, especially for RD submissions.

Practical note: Requirements differ by RD and by the receiving institution’s internal policies, but for title transfers, expect strict compliance.

10) Special issues that make SPAs fail (common reasons for rejection)

General Power of Attorney used instead of SPA for sale/settlement acts; authority is too broad and not specific.
Property not adequately described (no title number, wrong lot, wrong RD).
No explicit authority to sell or to sign the specific deed used (EJS with sale, deed of sale, partition).
No authority to receive payment, yet attorney-in-fact signs acknowledgment receipts or collects money.
Mismatch in names (married names, middle names, suffixes) vs. IDs and civil registry documents.
Outdated SPA (rejected by banks/developers or questioned by RD depending on policy).
Principal already deceased at the time of use—agency is extinguished by death; documents signed after death are defective.
Heir is a minor—SPA cannot cure the need for guardianship/court approval.
SPA signed but not properly notarized/consularized/apostilled.
Authority to “sell my share” but the transaction documents sell the whole property—misalignment triggers rejection.
Lack of spousal consent where required by the heir’s marital property regime (if the heir’s rights/interest is implicated and the office demands it).
Two-step transaction confusion: attorney-in-fact signs EJS but SPA only authorizes sale (or vice versa).

11) Relationship of SPA to Deeds and Instruments in inheritance sales

A. Extrajudicial Settlement with Sale

A common single instrument where heirs declare themselves heirs, settle/partition the estate, then sell to a buyer. SPA must explicitly authorize:

executing EJS,
selling/conveying the property,
signing and delivering the instrument for registration,
processing tax clearances and receiving consideration (if applicable).

B. Extrajudicial Settlement/Partition then Deed of Sale

Two instruments executed sequentially. SPA must cover both, or there must be separate SPAs.

C. Deed of Assignment / Waiver of Rights (very sensitive)

Heirs sometimes “waive” rights to one heir or assign rights to facilitate transfer. This can be:

legitimate (family settlement), or
a disguised sale (tax and enforceability risk).

SPA must be extremely explicit if it authorizes waiver/renunciation/assignment, because these acts significantly affect ownership rights and can be challenged if authority is unclear.

12) Tax and registration workflow where the SPA is used

Property transfers from inheritance commonly require multiple compliance steps. While the exact sequence can vary by locality and facts, the SPA is used to sign and process many of these steps.

Common touchpoints

BIR estate tax compliance (including forms, attachments, receiving assessments, paying taxes, securing transfer clearance/eCAR or equivalent authorization used for transfer)
Local Treasurer’s Office: transfer tax, tax clearance
Assessor’s Office: updating tax declaration
Registry of Deeds: registration of EJS/partition and/or deed of sale; issuance of new TCT/OCT

Important: BIR/RD acceptance is document-sensitive. If the SPA’s scope doesn’t match what is being signed/submitted, the process stalls.

13) Who should be attorney-in-fact (and risk management)

Choosing the attorney-in-fact is both legal and practical.

A. Ideal choices

A trusted co-heir with aligned interests
A family member with strong administrative ability and clean record
Someone geographically able to appear repeatedly at offices

B. Risk controls

Because an SPA can be abused, consider:

Limiting powers (specific property, specific buyer, minimum price)
Requiring dual signatures (e.g., attorney-in-fact + another heir for receiving funds) if practicable
Requiring escrow arrangement for purchase price
Keeping the original SPA secure and releasing it only when needed

14) When a court process affects SPA use

Some situations make judicial involvement likely or unavoidable:

Disputed heirship or contested rights
Presence of minors/incapacitated heirs whose interests are affected
Conflicting claims, adverse claim annotations, lis pendens
Problems with the title (overlapping titles, missing technical descriptions, boundary issues)
Estate has creditors with unresolved claims

In these cases, an SPA may still be used (e.g., to hire counsel, file pleadings, appear), but selling the property may require court authority depending on the circumstances.

15) Intersections with family law and marital property

Even though the property is inherited, offices sometimes ask about the heir’s civil status and spouse:

Inheritance is generally treated as exclusive property of the heir under common family property regimes, but transactions involving title transfer may still trigger documentary or policy requirements.
If an heir is married, ensure consistent naming and civil status documentation to avoid RD or bank rejection.

Practical takeaway: always align the heir’s name/civil status across the SPA, IDs, civil registry certificates, and the deed.

16) Common supporting documents requested alongside the SPA

Even if not always legally mandated, these are commonly required in practice:

Photocopy of valid IDs of the principal and attorney-in-fact
Proof of identity used for notarization/consular act
Specimen signatures (some institutions ask)
Certified true copy of title (TCT/OCT)
Tax declaration, latest tax clearance/receipts
Death certificate of decedent; marriage/birth certificates proving heirship
If executed abroad: apostille/consular seal pages and related certificates

17) Drafting checklist (minimum practical “pass” standard)

An SPA for heirs in a property transaction should generally:

Be notarized/consularized/apostilled properly
Identify principal and attorney-in-fact fully
Describe the property precisely (TCT/OCT number, RD, lot data)
State specific authority to:
- sign EJS/partition/EJS with sale (as applicable),
- sign deed of sale/conveyance,
- process BIR/LGU/RD requirements,
- receive proceeds (if intended),
- sign all ancillary affidavits and documents needed for transfer
Include limitations if desired (buyer, minimum price, payment method)
Avoid contradictions (e.g., authorizing sale of “my share” while signing deeds for the whole property unless all heirs are represented)

18) Practical warnings (high-impact points)

Agency ends upon death of the principal. If an heir who issued the SPA dies before closing, you typically must deal with that heir’s own estate/heirs.
Minors require guardianship/court authority for disposition—SPA is not a substitute.
A vague SPA is a transfer killer. Registries, banks, and BIR processes often fail on technicalities.
Selling an undivided share is legally possible but commercially problematic. Most clean sales require all heirs (or their authorized attorneys-in-fact) to participate and sign.
“Waiver” instruments can trigger tax and validity issues if they function like a sale; authority must be explicit and the documentation must match the true transaction.

19) Short sample clause set (illustrative only)

A high-functioning SPA often uses language conceptually like:

Authority to execute and sign Extrajudicial Settlement (with/without Partition) and related affidavits
Authority to execute and sign Deed of Absolute Sale / Deed of Conveyance of the described property
Authority to receive and acknowledge the purchase price under specified conditions
Authority to represent the principal before BIR, LGU offices, Registry of Deeds, and other entities for transfer
Authority to sign, submit, and receive documents, clearances, and titles

The exact wording should match the exact transaction structure (EJS with sale vs two-step, etc.).

20) Bottom line

In Philippine inheritance-related property transactions, the SPA is a high-scrutiny document. To be effective, it must be:

Special (explicitly authorizing settlement and/or sale acts),
Property-specific (title and location details),
Formally valid (proper notarization/consularization/apostille),
Transaction-aligned (its authority matches the deeds and steps actually used), and
Practical for compliance (covers tax, registry, and ancillary documents).

A properly drafted SPA often determines whether the transaction closes smoothly or collapses at the BIR, bank, developer, or Registry of Deeds stage.