1) What this document is (and why it’s commonly required)

A Special Power of Attorney (SPA) is a written authority where an employee (the principal) appoints another person (the attorney-in-fact/representative) to perform specific acts on the principal’s behalf.

In Philippine workplace practice, employers often require a notarized SPA when the employee cannot personally appear to:

claim final pay / last pay (often released as a check or cash, sometimes via payroll voucher), and/or
receive a Certificate of Employment (COE) and other exit documents (e.g., BIR Form 2316, clearance papers).

Even if the Civil Code does not always require notarization for an agency relationship to exist, notarization is routinely demanded by HR/payroll for identity verification, risk control, and audit compliance—especially when money or sensitive records are being released.

2) Legal framework in the Philippines (key concepts in plain terms)

A) Agency under the Civil Code

An SPA is a type of agency: one person acts for another with authority. Core points:

The principal can limit the authority to specific acts (that’s what makes it “special”).
The representative must act within the scope of the SPA; anything beyond that may not bind the principal.
Agency can generally be revoked by the principal (subject to exceptions), and it typically ends upon certain events (e.g., death of the principal).

B) “Special” vs “General” power

General Power of Attorney: broad, continuing authority over many matters.
Special Power of Attorney: authority for one or a few specific transactions, like claiming final pay and receiving a COE.

For HR matters, employers usually prefer Special authority because it is clearer and safer.

C) Why specificity matters (and what can go wrong)

The most common HR rejection reasons:

SPA does not clearly name the employer/company or the documents/money to be released.
SPA is not notarized or lacks proper notarial details.
Representative’s identity is unclear or no ID is presented.
SPA contains sweeping powers but fails to mention the exact act HR is being asked to honor (e.g., it says “to transact” but not “to receive final pay”).

3) Final pay / last pay and COE in the Philippine employment setting

A) What “final pay / last pay” usually includes

“Final pay” varies by company policy, contract, and circumstances, but commonly includes:

Unpaid salary for days worked
Pro-rated 13th month pay
Cash equivalent of unused leaves if convertible under company policy/CBA
Separation pay (if applicable under law, contract, policy, or authorized cause rules)
Retirement pay (if applicable)
Refunds (e.g., excess tax withheld, if processed)
Other benefits due under company policy (e.g., prorated allowances/incentives, if earned)

It is commonly released net of lawful deductions, which may include:

Government contributions and withholding taxes
Outstanding company loans/cash advances
Authorized deductions (subject to applicable rules and documentation)
Accountabilities established under clearance/return-of-property processes

B) Timeline expectations commonly applied in practice

Philippine labor guidance commonly treats:

Final pay as something to be released within a reasonable period after clearance/processing, often within a standard timeframe used by many companies.
COE as a document that should be issued upon request and should be straightforward.

Employers typically still require completion of clearance/turnover steps before releasing pay and records.

C) What a COE usually contains

A standard COE usually states:

Employee’s full name
Employment period (start date–end date, or start date–present)
Position(s) held
Sometimes salary—usually only if requested or if the company’s policy allows

Many employers avoid stating the reason for separation unless specifically requested or required for a particular purpose.

4) When an SPA is the right document (and when it’s not)

Appropriate uses

Employee is abroad, out of town, ill, or unavailable to appear at HR/payroll.
Employee authorizes a trusted person to receive check/cash, sign receiving copies, and collect COE/2316.

When an SPA is usually not sufficient

Principal is deceased: agency generally ends; release is usually handled through estate settlement/heirs’ documentation (not an SPA signed earlier unless the company/legal context recognizes a surviving authority—which is not the norm).
Representative needs to file labor complaints or litigate: a separate authority/representation framework may apply.
Employer requires additional documents (e.g., company clearance forms, IDs, proof of relationship).

5) Drafting checklist: what HR and notaries look for

A) Identify the parties properly

Include:

Principal: full name, citizenship, civil status, address, valid ID details
Attorney-in-fact: full name, address, valid ID details
Employer/company: complete legal name, office address (best practice)

B) State the specific powers (must be crystal clear)

C) Important warning: Quitclaims and waivers

Many employers attach a “Release, Waiver, and Quitclaim” or similar form to final pay release. If you do not want your representative signing away claims, do not give authority to:

compromise, settle, waive, release, or quitclaim any rights or causes of action.

If you want to allow only “receipt” but not “waiver,” the SPA should expressly limit authority:

“to receive and acknowledge receipt only” and “without authority to sign any waiver/quitclaim.”

D) Validity period and revocation

Add:

a validity period (e.g., “effective until [date]”) or “for this transaction only”
an express revocation clause (revocable at will), and
a ratification clause (principal confirms lawful acts within authority)

E) Data privacy and HR record handling (helpful in practice)

Since COE/2316 and employment records involve personal data, a short clause authorizing the employer to release documents to the representative can reduce HR hesitation.

6) Execution and notarization essentials (Philippines)

A) Personal appearance rule

Philippine notarization generally requires the principal to personally appear before the notary and present competent proof of identity.

B) If the principal is abroad

Common routes:

Sign before a Philippine Embassy/Consulate (consular notarization/acknowledgment), or
Sign before a local notary abroad and comply with the authentication/Apostille process generally accepted for cross-border public documents (requirements vary depending on the country and the receiving institution’s policies).

Because HR departments can be conservative, they may prefer consular notarization for overseas principals.

C) If the principal cannot sign normally

If allowed and properly handled, the SPA may be executed by:

thumbmark, with witnesses and notarial compliance, or
other acceptable signing accommodations consistent with notarial rules and proof of identity.

7) Practical claiming process (what the representative should bring)

Employers vary, but the representative should be ready with:

Original notarized SPA (and at least one photocopy)
Valid IDs of the representative (and often a copy of the principal’s ID)
Any company-required documents (clearance, claim stub, authorization forms)
If claiming a check: instructions on whether endorsement is needed or whether the company will release only to the principal’s account
If requesting COE/2316: letter/request reference if the company uses ticketing/email requests

8) Philippine SPA Template — Claim Final Pay and COE (editable)

SPECIAL POWER OF ATTORNEY (To Claim Final Pay/Last Pay and Receive Certificate of Employment)

KNOW ALL MEN BY THESE PRESENTS:

I, [PRINCIPAL’S FULL NAME], of legal age, [civil status], Filipino, with residence address at [PRINCIPAL’S ADDRESS], and with [Government ID type/number, date/place of issuance], do hereby name, constitute, and appoint [ATTORNEY-IN-FACT’S FULL NAME], of legal age, [civil status], Filipino, with residence address at [AIF ADDRESS], and with [Government ID type/number, date/place of issuance], as my true and lawful Attorney-in-Fact, to do and perform the following specific acts on my behalf:

To appear and transact with [COMPANY/EMPLOYER LEGAL NAME], with office address at [COMPANY ADDRESS], including its Human Resources, Payroll, Accounting, and/or authorized representatives, for the purpose of claiming and receiving my final pay and employment documents.
To claim, receive, and take possession of my final pay/last pay and all amounts due to me arising from my employment with [COMPANY/EMPLOYER], including but not limited to unpaid salary, pro-rated 13th month pay, cash conversion of leave credits (if applicable), and other benefits due, whether paid in cash, check, or other lawful means.
To receive checks and payment instruments issued in my favor and to sign receipts, acknowledgments, payroll vouchers, and receiving copies necessary to evidence receipt of my final pay/last pay.
To request, obtain, and receive my Certificate of Employment (COE) and related employment documents from [COMPANY/EMPLOYER], including, when applicable, my BIR Form 2316, separation/clearance certification, and other standard exit documents customarily released by the employer.
(Optional — include only if needed) To endorse checks issued in my name for purposes of encashment and/or deposit, and to deposit the proceeds to my bank account: [BANK NAME / ACCOUNT NAME / ACCOUNT NUMBER].
(Recommended limitation — keep unless you truly intend otherwise) My Attorney-in-Fact is authorized to receive and acknowledge receipt only. My Attorney-in-Fact is NOT authorized to sign any waiver, quitclaim, compromise, release, or settlement of any claim or right I may have against [COMPANY/EMPLOYER], unless I issue a separate written authority expressly granting such power.
Data Privacy Authorization. I authorize [COMPANY/EMPLOYER] to release to my Attorney-in-Fact the employment documents and personal information strictly necessary to complete the purposes of this SPA.

HEREBY GRANTING unto my said Attorney-in-Fact full power and authority to do and perform all acts necessary and proper to carry out the foregoing, and I hereby ratify and confirm all lawful acts that my Attorney-in-Fact may do or cause to be done under and by virtue of this Special Power of Attorney.

This Special Power of Attorney shall be effective upon signing and shall remain valid until [EXPIRY DATE], unless earlier revoked by me in writing.

IN WITNESS WHEREOF, I have hereunto set my hand this [day] of [month] [year] at [City/Municipality], Philippines.

[PRINCIPAL’S FULL NAME] Principal

CONFORME:

[ATTORNEY-IN-FACT’S FULL NAME] Attorney-in-Fact

SIGNED IN THE PRESENCE OF:

_____________________________ _____________________________ [WITNESS 1 NAME] [WITNESS 2 NAME] [ID details optional] [ID details optional]

9) Notarial Acknowledgment (Philippines standard format — for the notary to complete)

REPUBLIC OF THE PHILIPPINES ) [City/Municipality] ) S.S.

BEFORE ME, a Notary Public for and in [City/Municipality], this [day] of [month] [year], personally appeared:

[PRINCIPAL’S FULL NAME], with [ID type/number, date/place of issuance]; and
[ATTORNEY-IN-FACT’S FULL NAME] (if appearing for conforme), with [ID type/number, date/place of issuance];

known to me and to me known to be the same persons who executed the foregoing instrument, and they acknowledged to me that the same is their free and voluntary act and deed.

This instrument consists of [number] page(s), including the page on which this acknowledgment is written, and has been signed by the parties and their instrumental witnesses on each and every page thereof.

WITNESS MY HAND AND NOTARIAL SEAL, on the date and at the place first above written.

Notary Public

Doc. No. ____; Page No. ____; Book No. ____; Series of ____.

10) Common employer add-ons you may want to address in the SPA (optional clauses)

Use only as needed to match what HR typically asks:

Authority to submit and receive clearance forms and turnover documentation
Authority to receive company property return confirmation
Authority to receive payslips, ITR-related documents, and employment records customarily released upon exit
Authority to provide specimen signature for validation

11) Quick “HR-proofing” tips (practical wording that reduces rejections)

Name the company exactly as it appears in your contract/payslip.
Use “final pay/last pay” plus “all amounts due arising from employment” to cover typical components.
If you don’t want the representative signing a quitclaim, keep the explicit prohibition clause.
Put a validity date (many HR teams look for this).
Ensure clear ID details and that the representative brings their original ID.