Special Power of Attorney (SPA) to Claim Final Pay and Sign Quitclaim in the Philippines
A comprehensive legal-practice guide (updated to 16 June 2025)
1. Why an SPA Is Needed
| Situation | Legal Rationale | Typical Documents Involved |
|---|---|---|
| Employee is overseas, bedridden, or otherwise unavailable to appear before the employer or bank. | Civil Code Art. 1878—collecting sums of money and entering into a compromise both require special authority. Signing a quitclaim is deemed a compromise or waiver of rights. | SPA, Release/Waiver/Quitclaim, Identification cards, Employer’s standard “final pay” form, BIR Form 2316 (tax clearing) |
2. Governing Legal Framework
Civil Code of the Philippines
Arts. 1868–1932 ― agency in general
Art. 1878 ― enumerates acts requiring a special power of attorney, notably:
- (1) “To compromise, arbitrate, or renounce any claim.”
- (3) “To accept or repudiate an inheritance or donation.”
- (5) “To enter into contracts by which the ownership of an immovable is transferred.”
- (6) “To make payments which are not merely acts of administration.”
- (7) “To create or convey real rights…”
- (10) “Any other act of strict dominion.”
Signing a quitclaim “renounces” an employee’s wage-related claims; collecting the check is a payment beyond mere administration. Hence an SPA is indispensable.
Labor Code & DOLE Advisories
- Labor Advisory No. 06-20 (Final Pay & COE): employers must release final pay within 30 calendar days from the date of separation unless there are “justifiable delay” causes.
- Labor Advisory No. 18-18 (Quitclaims): reminds employers quitclaims are valid only if executed voluntarily, with full understanding, and for a reasonable consideration.
Supreme Court Jurisprudence
- Periquet v. NLRC (G.R. L-91298, 22 June 1990) – quitclaims are not per se invalid; courts scrutinize voluntariness and adequacy of consideration.
- Magsalin v. Filomena Flores (G.R. L-43801, 23 Jan 1990) – an SPA is strictly construed; powers must be spelled out.
- Bank of P.I. v. Casa Montessori (G.R. 194207, 11 June 2014) – collection of money without an SPA renders the act ineffective against the principal.
3. Core Requirements of a Valid SPA
Written Instrument – clearly captioned “Special Power of Attorney.”
Definite Principal and Attorney-in-Fact – name, citizenship, civil status, address, government-issued IDs.
Specific Powers – sample clause:
“To receive, endorse, and encash any check or cash representing my final pay, 13th-month pay, prorated leave conversions, tax refunds, and all other sums lawfully due me from ABC Corporation; and to sign, execute, and deliver any Release, Waiver, and Quitclaim or similar document in my name and stead, and to perform all acts necessary to effectuate the foregoing.”
Date and Place of Execution – crucial for reckoning validity; indicate time zone if executed abroad.
Notarization – personal appearance before a Philippine notary (2004 Rules on Notarial Practice) or Overseas: acknowledge before a Philippine Consular Officer or have the SPA apostilled under the 1961 Apostille Convention.
Signatures – principal’s wet signature; attorney-in-fact need not sign the SPA itself but often counter-signs for employer compliance.
Attachments – photocopies of IDs, proof of separation (e.g., resignation acceptance, termination notice).
4. Drafting Tips & Recommended Template
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, JUAN D. DELA CRUZ, Filipino, single, of legal age, presently residing at 123 Mabini Street, Quezon City, Philippines, do hereby APPOINT, NAME, and CONSTITUTE MARIA L. SANTOS, Filipino, married, likewise of legal age and residing at 45 Katipunan Ave., Quezon City, to be my true and lawful Attorney-in-Fact, for me and in my name, place, and stead, to do and perform the following acts:
1. To receive, endorse, and encash any check or cash representing my final pay, including salaries, 13th-month pay, prorated leave conversions, tax refunds, and all monetary benefits from ABC Corporation arising from my employment and subsequent separation effective 31 May 2025;
2. To sign, execute, and deliver any Release, Waiver, and Quitclaim, Certificate of Employment, BIR forms, or other documents required by ABC Corporation or any government agency in relation to said payment;
3. To execute any and all documents, and perform all acts necessary or incidental to accomplish the foregoing powers, as fully and effectively as I could do if personally present.
HEREBY GIVING AND GRANTING unto my said Attorney-in-Fact full power and authority to do and perform every act requisite or necessary to carry out the preceding powers, as fully to all intents and purposes as I might or could do if personally present and acting in person; and I hereby ratify and confirm all that my said Attorney-in-Fact shall lawfully do or cause to be done pursuant hereto.
This SPA shall remain in force until fully implemented or upon my written revocation.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of June 2025 in Quezon City, Philippines.
[signature] [signature]
JUAN D. DELA CRUZ Witness
ACKNOWLEDGMENT
(Notarial block)Pointers
- Use clear, unambiguous language; avoid open-ended “and such other acts” unless truly necessary.
- State duration or “until revoked” to avoid unintended future use.
- For married principals, include the spouse’s written consent if the claim involves conjugal funds.
5. Employer’s Compliance Checklist
| Item | Best-Practice Action | Legal Basis |
|---|---|---|
| Verify IDs of both principal and attorney-in-fact | Photocopy and attach to HR file | Data Privacy Act; Notarial Rules |
| Validate notarization | Check notary stamp & commission; cross-reference notarial register if doubtful | 2004 Rules on Notarial Practice |
| Record receipt of SPA in payroll file | HR logs and acknowledges SPA | Labor Advisory 06-20 documentation |
| Require attorney-in-fact’s original signature on quitclaim | Prevents later denial of agency | Supreme Court trend (Periquet line) |
| Release final pay within 30 days of separation OR within 5 days of SPA submission, whichever is later | Demonstrates good faith | DOLE enforcement practice |
6. Quitclaim: Validity & Pitfalls
- Voluntariness – absence of force, intimidation, or undue pressure.
- Full comprehension – language understood by the employee; translated if necessary.
- Reasonable consideration – amount should at least approximate fully undisputed monetary claims.
- Independent counsel – although not mandatory, presence strengthens validity.
Doctrine: Even a notarized quitclaim can be set aside if any of the above elements is missing. The SPA cannot “cure” an invalid quitclaim; it merely delegates the signing.
7. Tax & Government-Reportorial Aspects
- Withholding tax – final pay is subject to compensation withholding tax unless covered by de minimis rules; employer issues amended BIR Form 2316 in the employee’s name. The attorney-in-fact does not file a separate return.
- SSS/PhilHealth/HDMF – no further remittances once separated, but clearance letters often accompany the quitclaim packet.
- ECOLA / 13th-Month Pay Computation – included in “final pay” per D.O. 211-20 guidance; attorney-in-fact may question discrepancies before signing.
8. Revocation & Termination of Agency
| Mode | Effectivity | Citation |
|---|---|---|
| Express revocation by principal | Upon written notice to attorney-in-fact and employer | Civil Code Art. 1920 |
| Implicit revocation (principal appears and collects personally) | Upon employer’s actual knowledge | Art. 1921 |
| Death or insanity of principal | Automatically ends agency, except if SPA contains a “durable” clause allowed under Art. 1930 (rare in PH practice) | Art. 1919 |
| Fulfillment of purpose | On full release of funds / quitclaim | Art. 1932 |
Good practice: principal should send electronic and written revocation to HR, attach valid ID, and request acknowledgment.
9. Practical Scenarios & Tips
| Scenario | Recommended Course |
|---|---|
| OFW locked down abroad | Execute SPA before PH Consulate; have it apostilled (if Host Country party to Apostille Convention); courier to attorney-in-fact in PH. |
| Employee disputes amount but needs money urgently | Accept partial payment via SPA; add a rider in quitclaim: “This quitclaim does not cover my pending illegal dismissal case under NLRC RAB-IV-09-12345-2025.” |
| Employer refuses SPA | Remind HR of Art. 1878 and DOLE Policy; consider filing a request for assistance (RFA) with DOLE Single-Entry Approach (SEnA). |
| Forged SPA discovered | Employer may treat payment as still owed; attorney-in-fact liable for estafa; employer may pursue civil and criminal remedies. |
10. Best Practices for Drafting & Implementation
- Use precise powers – avoid a catch-all “do everything necessary”; courts dislike overly broad grants when rights are waived.
- Attach supporting documents – separation notice, employer clearance checklist, computation breakdown.
- Keep duplicate originals – one for principal, one for attorney-in-fact, one for employer HR/payroll.
- Notary due diligence – verify personal appearance; insist on wet signatures, not scanned pdfs.
- Maintain transparency – attorney-in-fact should furnish the principal real-time updates and remittance proof; fiduciary duty applies (Arts. 1884–1889).
11. Frequently Asked Questions
| Question | Answer |
|---|---|
| Is an e-notarized SPA valid? | Yes, if compliant with the Supreme Court’s 2020 Interim Rules on Remote Notarization (currently limited; check local notary’s authority). |
| Can a Quitclaim be signed electronically? | Only if employer uses a certified digital signature under the E-Commerce Act and employee consents; many HR departments still require wet signatures for evidentiary robustness. |
| Does the SPA expire automatically? | No fixed expiry unless stated, but practical utility ends once final pay is released; better to add a 6-month sunset clause. |
| Can the attorney-in-fact negotiate for a higher separation pay? | Only if express power “to negotiate or compromise claims” is included; otherwise, authority is limited to receipt and signing. |
| Is notarization abroad plus apostille enough? | Yes; the apostille removes the need for embassy legalization. Philippine notaries cannot notarize documents executed abroad via mailed-in signatures. |
Key Takeaways
- A Special—not general—Power of Attorney is mandatory when someone else will collect final wages and execute a quitclaim on the employee’s behalf.
- The SPA must be specific, notarized, and personally acknowledged; powers of compromise and receipt of payment cannot be implied.
- Employers should verify, document, and keep records to avoid later claims that the quitclaim was invalid or forged.
- The quitclaim’s intrinsic validity remains subject to the Periquet doctrine on voluntariness and fair consideration, regardless of who signs it.
- Timely issuance of final pay (30-day rule) still binds the employer; an SPA does not justify delay beyond reasonable verification time.
Disclaimer: This article is for general informational purposes only and does not constitute legal advice. Consult a Philippine lawyer or the Department of Labor and Employment for advice on specific cases.