Special Power of Attorney (SPA) Requirements in the Philippines

A practitioner-oriented guide to drafting, executing, and enforcing SPAs under Philippine law

1. Legal Basis and Policy Rationale

A power of attorney (POA) is an agency contract governed principally by Articles 1868 to 1932 of the Civil Code. The Code draws a sharp line between a general POA (which confers all acts of administration) and a special POA (which authorizes one or more specific acts). Article 1878 goes further: for certain acts whose gravity or public interest is deemed high, a special power of attorney, in writing, is indispensable; without it the act is void and cannot bind the principal.

2. Definition and Distinction

Type	Scope of Authority	Typical Form	Governing Article
General Power of Attorney	All acts of administration (e.g., leasing, collecting rents)	May be oral or written; notarization optional but practical	Civil Code 1877
Special Power of Attorney	One or more specific acts listed in Art. 1878 or any act the parties agree to restrict	Must be in writing (public instrument if required) and normally notarized	Civil Code 1878

Remember: calling a document “SPA” is not enough; the contents must clearly and narrowly describe the act authorized.

3. Acts that Require a Special Power of Attorney

Article 1878 (as amended) lists thirteen (13) categories. An SPA must expressly authorize the attorney-in-fact if the act falls under any of them:

Make or accept a contract of sale of real property or an interest therein;
Mortgage or otherwise create a real-property encumbrance;
Lease real property for > 1 year;
Sign deeds or other instruments affecting real property;
Make gifts unless of small customary value;
Loan or borrow money unless already a banking transaction of the principal’s ordinary business;
Acknowledge or repudiate a hereditary right or inheritance;
Create/transfer real property easements;
Enter into contracts of partnership or other forms of co-ownership;
Bind the principal as guarantor or surety;
Accept or repudiate an obligation incurred in litigation (e.g., compromise, confession of judgment);
Enter into contracts involving the gratuitous use of property (commodatum);
Any act of strict dominion not incident to mere administration (e.g., novation, remission, partition, cancellation of real-property annotation).

Legislation and case law occasionally enlarge or refine this list (e.g., issuing post-dated checks or waiving labor claims). When in doubt, draft an SPA.

4. Who May Execute and Receive an SPA

Role	Requirement
Principal	≥ 18 years old; full civil capacity (sound mind, not interdicted); acts through guardian when legally incapacitated
Attorney-in-fact	≥ 18 years old; need not be a lawyer or relative; must accept the mandate (usually via a signed Acceptance clause)
Witnesses	Not required by law, but best practice: two credible witnesses (different from the notary public)
Notary Public	Commissioned under the 2004 Revised Rules on Notarial Practice; must personally verify the identity of the signatory/ies

A juridical person (corporation, partnership) cannot execute an SPA; it instead issues a board resolution or secretary’s certificate naming a natural-person representative.

5. Formal Requirements

5.1 Written Instrument

Must clearly identify the principal (full name, civil status, nationality, address, government ID).
Must clearly designate the attorney-in-fact and define the specific authority (use verbs: sell, mortgage, lease…).
Include property description (for real property: TCT/CCT no., lot & block, area, location).

5.2 Notarization

Art. 1358 jo. 1878 require a public instrument (notarized) for real-property acts; banks, BIR, and LTO likewise insist on notarization.
The notary completes an acknowledgment (or jurat, if sworn) and records the SPA in his Notarial Register.
Attach a Photocopy of government-issued ID bearing signature and photo per Sec. 12, Rule IV of the Notarial Rules.

5.3 Documentary Stamp Tax (DST)

₱100 DST under Sec. 188, NIRC, paid via BIR Form 2000 within five (5) days after notarization, unless the act is exempt.

5.4 Registration and Annotation

For real-property transfers, the Registry of Deeds requires the original SPA (or a certified copy) to be presented and annotated on the title.
For motor vehicles, submit the SPA to the LTO with an ID of the principal.
Banks keep the original or a certified copy on file; some require a bank-specific SPA form.

5.5 Execution Abroad

Since 14 May 2019, the Philippines is a party to the Hague Apostille Convention:

Where Signed	Authentication Path
State Party (e.g., U.S., Canada)	Notarized locally → Apostilled by competent authority → Ready for Philippine use
Non-party State	Notarized locally → Philippine Embassy/Consulate “consularization” → Use in PH

Tip: specify venue (e.g., “Executed in Los Angeles, California”) and attach the apostille or consular certificate to the SPA when filing.

6. Essential Clauses (Checklist)

Title: Special Power of Attorney
Declarative Paragraph: full civil status of parties; intent to constitute agency
Authority Clause(s): enumerate each act; state negotiable limits (price floor/ceiling, term, interest rate)
Duration: “effective until revoked in writing” or fixed expiry date
Ratification/Warranty: principal undertakes to honor acts done in accordance with the SPA
Revocation Clause: “This SPA revokes all prior authorizations on the same subject”
Acceptance Clause: attorney-in-fact signs “Conforme” expressing acceptance
Attestation & Notarial Acknowledgment
Annexes: photocopy of valid IDs; certified true copy of TCT/CCT or OR/CR for vehicle; board resolution if principal is a corporation.

7. Lifespan, Revocation, and Extinction

Mode of Extinction	Effectivity
Revocation by principal	Upon notice to attorney-in-fact (Art. 1921); best practice: revoke via public instrument + notice to third parties
Renunciation by agent	Upon notice to principal (Art. 1922)
Death, civil interdiction, insolvency, dissolution of either party	By operation of law, except when SPA itself is coupled with an interest (Art. 1930)
Completion of the stated act	Automatic termination
Expiration date (if any)	On the date indicated

Always retrieve the original SPA or publish notice of revocation to avoid “apparent authority” issues.

8. Use in Litigation and Administrative Proceedings

Rule 7, Sec. 3 of the Rules of Court allows a party to sign through an attorney-in-fact who must present the SPA.
For labor claims, the NLRC requires an SPA duly notarized and, if executed abroad, duly apostilled.
BIR eFPS enrollment for corporations: SPA (or board resolution) designating an eBIRForms administrator.

9. Common Practical Issues & Tips

Issue	Practical Guidance
SPA presented to a bank for loan or withdrawal	Many banks insist on their own SPA format and reject “broad” language—anticipate this early.
Real estate sale w/ married principal	Spouses must sign jointly or provide each other a separate SPA with explicit conjugal authority (Family Code 96/124).
Minor-owned property	SPA is ineffective; the court-appointed guardian acts, not an attorney-in-fact (Rule on Guardianship).
Multiple attorneys-in-fact	Draft whether they act jointly or severally; specify succession if one dies.
E-signatures	Not yet recognized for notarization; a wet-ink original is still required (OCA Circular 85-2019).

10. Sample Skeleton (for quick reference)

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

I, JUAN D. CRUZ, Filipino, of legal age, married, and residing at ..., do hereby APPOINT, name and constitute
MARIA S. REYES, Filipino, of legal age, single, and residing at ..., as my true and lawful ATTORNEY-IN-FACT to:

1.  SELL, transfer and convey, for a price not lower than ₱3,500,000.00, that parcel of land more particularly described as…

2.  SIGN, execute and deliver the Deed of Absolute Sale, tax declarations, BIR forms, and other documents…

HEREBY GIVING AND GRANTING unto my said Attorney-in-Fact full power and authority to do and perform every lawful act necessary or incidental to carry into effect the foregoing powers…

IN WITNESS WHEREOF, I hereunto set my hand this ___ day of ___ 2025 in Quezon City, Philippines.

   _______________________________
   JUAN D. CRUZ – Principal

WITH MY CONFORME:

   _______________________________
   MARIA S. REYES – Attorney-in-Fact

Signed in the presence of: _________________________  _________________________

ACKNOWLEDGMENT
[standard notarial block]

11. Penalties for Defective or Fraudulent SPAs

Void acts – The underlying contract (e.g., deed of sale) is invalid and may be annulled.
Criminal liability – Falsification (Art. 171 RPC) or estafa (Art. 315 RPC) if the agent exceeds authority or forges the SPA.
Administrative sanctions on notaries for failure to follow the 2004 Rules, including suspension of commission.

12. Frequently Asked Questions (FAQ)

Q	A
Can I authorize two people to act?	Yes, indicate whether they must act jointly or independently.
Is a photocopy acceptable?	Generally no for registries; present the original or a certified true copy.
Do I need a lawyer to draft an SPA?	Not mandatory but strongly advisable for high-value transactions.
May an SPA be signed electronically?	Philippine notarization still requires physical presence and wet-ink signatures.
Does the SPA need to be in Filipino?	English or Filipino is acceptable; if executed abroad, use English or attach a sworn translation.

13. Key Take-aways

Formality is substance. If the Civil Code demands an SPA, an oral or merely general authorization will not suffice.
Notarization plus authentication (apostille/consularization) is critical when the SPA originates outside the Philippines.
Specificity shields liability. State clear limits on price, terms, and time to curb unauthorized acts.
Track the life cycle. Retrieve and revoke outdated SPAs to prevent “lingering authority” problems.
One defective clause can void the deal. Invest in meticulous drafting and statutory compliance.

Disclaimer: This article is for informational purposes only and does not constitute legal advice. For specific transactions, always consult a Philippine-licensed lawyer.