1) What a “Special Power of Attorney to Sell Property” Is—and What It Is Not

A Special Power of Attorney (SPA) to sell property is a written authority where the principal (the property owner) authorizes an agent/attorney-in-fact to perform acts of strict dominion—specifically, to sell a particular property (or defined set of properties) on the principal’s behalf.

It is not:

A transfer of ownership by itself. Ownership transfers only through a valid contract of sale (e.g., Deed of Absolute Sale) and compliance with transfer formalities.
A blanket authority to do anything. A “general” authority to manage property usually does not include authority to sell; selling requires express, special authority.
A substitute for required consents (e.g., spouse/co-owners). An SPA cannot cure missing legal consent requirements.

2) Core Legal Framework (Philippine Context)

A. Agency under the Civil Code

An SPA is a form of agency: one person binds themself to render some service or do something in representation of another, with the latter’s consent.

Key takeaways under Philippine civil law:

Acts of ownership (strict dominion)—like selling real property—require special authority.
If an agent acts beyond authority, the principal is generally not bound unless the principal ratifies the act.
Agency is generally revocable, but revocation must be handled carefully (especially regarding third parties who rely on the SPA in good faith).

B. Sale of Land Through an Agent Must Be Authorized in Writing

For land or any interest in land, the agent’s authority to sell must be in writing; otherwise, the sale is treated as void.

C. Public Instrument / Notarization Practical Necessity

Even if a written SPA may exist as a private document, in real-world Philippine property transfers, an SPA used to sell is typically expected to be:

Notarized (so it becomes a public instrument), and
Drafted with enough specificity to satisfy notaries, buyers, banks, the BIR, and the Registry of Deeds.

Separately, documents affecting real rights over immovable property are commonly reduced into public documents to enable registration and protect against third parties.

D. Rules on Notarial Practice (Identity and Formalities)

Philippine notarial rules require personal appearance and competent proof of identity (via acceptable IDs) and proper notarial entries. Notaries are expected to refuse notarization if there are red flags (e.g., absent signatory, questionable identity, apparent lack of capacity).

E. Family Code Considerations (Marital Property)

If the property is absolute community or conjugal partnership property (or otherwise requires spousal consent), the law generally requires consent of both spouses for disposition. This often means:

The SPA should be executed by both spouses, or
The non-signing spouse must separately execute a compliant SPA/consent, unless a court authorization applies in specific circumstances.

3) When an SPA to Sell Is Typically Used

Common scenarios:

The owner is abroad, ill, busy, or otherwise unable to personally sign the Deed of Sale and appear in offices.
The owner wants a trusted representative to handle negotiations, documentation, and tax/registry processing.
A family member is tasked to sell inherited or family property (subject to co-ownership rules).

4) Minimum Requirements: What an SPA to Sell Should Contain

1) Clear identification of parties

Include:

Principal’s full name, nationality, civil status, address.
Agent’s full name, nationality, civil status, address.
Government ID details for both (at least those required for notarization and practical verification).

Why it matters: Identity issues are one of the fastest ways to derail transfers.

2) A specific grant of authority to sell (strict dominion)

The SPA must expressly authorize selling, not merely managing. Use explicit terms like:

“to sell,” “to transfer,” “to convey,” and to sign the deed of sale and other conveyancing documents.

Why it matters: A general authority to “administer” or “manage” is commonly treated as insufficient for a sale.

3) Precise property description

For titled property, include:

TCT/CCT number, Registry of Deeds, location (city/municipality, province),
Lot/unit details, technical description reference (as appears on title),
Area and boundaries if available, and
Improvements may be described if relevant.

For untitled or tax-declared property, include:

Tax Declaration number, location, area, and other identifying details (and be realistic about transfer constraints).

Why it matters: Buyers, banks, BIR, and ROD often reject SPAs that describe property vaguely (“my land in Cavite”).

4) Authority to sign and deliver the right documents

At minimum, empower the agent to sign:

Deed of Absolute Sale / Deed of Conditional Sale / Deed of Sale with Assumption of Mortgage (as applicable),
Acknowledgments, receipts, and releases,
Supporting affidavits or certifications often required during transfer.

Why it matters: Transactions often fail when the SPA only says “sell” but does not authorize signing specific conveyancing and compliance documents.

5) Authority to deal with money (if intended)

If the agent will:

Receive earnest money/downpayment,
Receive full purchase price,
Issue receipts,
Open/operate an escrow arrangement, that must be clearly spelled out—preferably with safeguards.

Why it matters: Without explicit authority, disputes arise over whether the agent validly received payment and bound the principal.

6) Authority to process transfer with government offices

Commonly needed authority includes dealing with:

BIR (capital gains tax/documentary stamp tax processes, filing, securing the Certificate Authorizing Registration/eCAR),
Local Treasurer (transfer tax),
Registry of Deeds (registration),
Assessor’s Office (tax declaration update),
Utilities/HOA/condo corp (as applicable).

Why it matters: Many transfers stall because the agent can sign the sale but cannot lawfully/acceptably process the transfer paperwork.

7) Term, effectivity, and revocation language

Include:

A fixed term (“valid until…”) or a purpose-based end (“until completion of sale and transfer”),
A revocation clause (and practical notice mechanics),
Clarify whether authority survives until completion (noting that death generally terminates agency, subject to third-party good faith protections for acts done without knowledge of termination).

Why it matters: Stale SPAs are a common red flag; buyers and registries often prefer recent execution.

8) Notarization (and proper execution abroad, if applicable)

If signed in the Philippines: notarized before a Philippine notary.
If signed abroad: typically either notarized by a Philippine consular officer or notarized under local law and properly authenticated for Philippine use (commonly via apostille for countries in the Apostille system; otherwise consular authentication may be required depending on jurisdiction and current practice).

Why it matters: The SPA must be acceptable as a public document for real estate processing in the Philippines.

5) Key Clauses: What to Include (and Drafting Tips)

Below are the clauses that matter most in practice, with notes on why they matter and what they should cover.

A. Title and Nature of Authority

Clause purpose: Make unmistakable that it is a special authority for sale of property.

Drafting notes:

Use “SPECIAL POWER OF ATTORNEY” prominently.
State that the authority includes acts of strict dominion.

B. Appointment of Attorney-in-Fact

Clause purpose: Identify the agent and the scope of representation.

Drafting notes:

Consider whether to appoint one agent or multiple agents.
If multiple agents: specify whether they may act jointly or severally.

C. Description of Property (Most Critical Clause)

Clause purpose: Pin the authority to a specific asset.

Drafting notes:

Reproduce key title identifiers exactly.
If the property is part of a larger title or under consolidation/subdivision, describe that status clearly.

Example wording (illustrative): “...a parcel of land covered by Transfer Certificate of Title No. ____ issued by the Registry of Deeds of ____, located at ____, with an area of ____ square meters, and more particularly described on said title…”

D. Express Authority to Sell, Transfer, and Convey

Clause purpose: Satisfy the “special authority” requirement.

Drafting notes:

Use clear verbs: sell, transfer, convey, dispose.
Include authority to negotiate and finalize terms if desired.

Example wording (illustrative): “To sell, transfer, and convey the above-described property to any buyer, under such terms and conditions as my Attorney-in-Fact may deem reasonable, subject to the limitations stated herein…”

E. Price and Terms Controls (Optional but Strongly Recommended)

Clause purpose: Reduce disputes and protect the principal.

Options:

Set a minimum price (“not lower than PHP ___”).
Require principal’s written approval for offers below threshold.
Specify acceptable terms: cash, bank financing, installment, assumption of mortgage.

Why it matters: A broad “as my agent deems reasonable” can invite conflict if the principal later dislikes the deal.

F. Authority to Sign the Deed of Sale and Related Instruments

Clause purpose: Enable execution of the actual transfer documents.

Include authority to sign:

Deed of Absolute Sale/Conditional Sale,
Deed of Assignment (if relevant),
Acknowledgments, waivers, quitclaims,
Contracts to Sell (if used),
Supporting affidavits required for transfer.

Why it matters: Some institutions refuse SPAs that do not expressly mention signing the deed of sale.

G. Authority to Receive, Hold, and Issue Receipts for Payment (Use with Safeguards)

Clause purpose: Clarify whether payment to the agent is payment to the principal.

If allowed, consider safeguards:

Require payment via manager’s check payable to the principal,
Require deposit to the principal’s named bank account,
Require escrow, or dual-signature arrangements for releases.

Why it matters: Many disputes are essentially “the agent got paid—did the principal get paid?”

H. Authority to Deliver Possession and Documents

Clause purpose: Enable turnover and compliance.

Include:

Delivery of owner’s duplicate title (where appropriate and safe),
Signing turnover documents,
Coordinating release after full payment.

Why it matters: Buyers will expect authorized turnover actions.

I. Authority to Process Taxes and Registration (BIR, LGU, ROD, Assessor)

Clause purpose: Make the SPA “transfer-ready.”

Typically include authority to:

Sign BIR forms and submit requirements,
Pay capital gains tax/documentary stamp tax (who pays can be a term in the sale),
Secure the Certificate Authorizing Registration/eCAR,
Pay transfer tax and obtain receipts,
Present documents to the Registry of Deeds for registration,
Process issuance of new title and tax declaration.

Why it matters: Without this clause, the agent can sell but cannot complete transfer.

J. Authority Regarding Encumbrances (Mortgage, Liens, Tenancies)

Clause purpose: Address common property realities.

Depending on situation, include authority to:

Obtain mortgage payoff statements,
Coordinate cancellation of mortgage,
Negotiate assumption of mortgage,
Deal with tenants/leases (with limits).

Why it matters: Selling encumbered property often requires multiple office transactions.

K. Substitution / Delegation

Clause purpose: Control whether the agent can appoint a substitute.

Approaches:

Prohibit substitution: “without power of substitution.”
Allow substitution with conditions (named substitute; written approval; only for ministerial acts).

Why it matters: Substitution expands risk and complicates verification.

L. Standards of Conduct and Accountability (Often Missing but Valuable)

Clause purpose: Reduce abuse and clarify fiduciary expectations.

Consider clauses requiring:

Acting in the principal’s best interest,
Periodic reporting,
Separate handling of funds,
Delivery of documents and accounting after completion.

M. Ratification / Confirmation Language (Use Carefully)

Clause purpose: Clarify that acts within authority are binding.

Avoid language that unintentionally ratifies unauthorized acts. If included, tie it explicitly to acts within the SPA.

N. Termination Events and Revocation Mechanics

Clause purpose: Manage reliance by third parties.

Include:

Expiration date or completion trigger,
Revocation procedure (written notice to agent; notice to known prospective buyers; retrieval of SPA copies),
Clarify that termination events end authority, while recognizing good-faith third-party reliance issues where applicable.

O. Notarial Acknowledgment and Execution Details

Clause purpose: Make the SPA acceptable as a public instrument.

Ensure:

Correct venue (“City of ___, Philippines”),
Date of execution,
Signatures consistent with IDs,
Proper notarial acknowledgment.

For principals who cannot sign normally:

Special notarial procedures may be required (signature by mark, witnesses, etc.), handled carefully by a competent notary.

6) Special Situations That Change SPA Requirements

A. Property owned by spouses

If the property is conjugal or community property, disposition generally requires both spouses’ consent.
Best practice: both spouses execute the SPA, or the non-present spouse executes a separate SPA/consent with proper authority.

B. Co-owned or inherited property

Each co-owner can generally sell only their undivided share.
To sell the entire property, authority/participation of all co-owners is typically necessary.
Estates: if still under settlement, authority may involve heirs, the estate, and/or a judicial or extrajudicial settlement framework.

C. Corporate-owned property

Authority usually comes not from an SPA signed by an individual owner, but from:

Board resolutions, secretary’s certificates, and authorized signatories under corporate governance rules.

D. Agent selling to themself or related parties

Transactions where the agent becomes buyer (directly or indirectly) are high-risk and may be invalid/voidable depending on circumstances and prohibitions. If ever contemplated, it should be explicitly and carefully authorized with full disclosure safeguards.

7) Practical Checklist: Making an SPA “Acceptable in Real Transfers”

Before notarization

Verify title details (TCT/CCT, names, property description).
Confirm marital status and ownership regime issues.
Decide: can the agent receive money? handle title? sign tax forms? appoint substitutes?
Set limits: minimum price, acceptable terms, buyer qualifications, validity period.

At notarization

Principal must personally appear (or follow lawful alternatives if abroad).
Use valid IDs; ensure signatures match.
Ensure the notary completes the proper acknowledgment and register entries.

During the sale

Buyer due diligence: verify SPA authenticity, IDs, notarial details; confirm no revocation (practically, buyers often request contact with principal).
Ensure payment flows match SPA authority (e.g., payable to principal if required).

After signing the deed

Process taxes (BIR, LGU) and registration (ROD).
Secure issuance of new title and updated tax declaration.
Agent renders accounting and delivers documents to principal.

8) Common Pitfalls and Red Flags

Vague property description (“my property in ___”).
No express authority to sell (only “manage/administer”).
SPA too old with no explanation; buyer fears revocation or death of principal.
Mismatch between principal name on title vs SPA name (middle name, suffix, marital name issues).
No authority to sign transfer compliance documents, causing processing delays.
Authority to receive money without safeguards—creates fraud risk.
SPA executed abroad with improper authentication for Philippine use.
Multiple agents with unclear “joint vs several” authority.
SPA that allows substitution broadly without controls.

9) Frequently Asked Questions

1) Is notarization strictly required for validity?

A written authority is essential for a land sale through an agent. In practice, notarization is commonly required to make the SPA acceptable for real estate processing and to give it the character of a public instrument, which helps with registration-related workflows and third-party reliance.

2) Can one SPA cover multiple properties?

Yes, but it increases drafting complexity and verification burden. If multiple properties are included, each should be described with the same precision as if it were alone.

3) How long should an SPA be valid?

There is no universal statutory “best” period, but in practice, buyers and institutions often prefer an SPA executed relatively close in time to the transaction and with a clear purpose-based or date-based validity period.

4) Does agency end if the principal dies?

As a rule, agency terminates upon death, but the legal effects on third parties can depend on whether acts were done without knowledge of termination and whether third parties acted in good faith. This is a major reason buyers prefer recent SPAs and sometimes require direct confirmation from the principal.

5) Can the agent sign the Deed of Absolute Sale “for” the principal?

Yes—if the SPA clearly authorizes it. The signing format typically reflects representation (e.g., “Principal, by Attorney-in-Fact”).

10) Conclusion

A Philippine Special Power of Attorney to Sell Property is only as good as its specificity and transfer-readiness. The legal requirements focus on express written authority for acts of strict dominion, while real-world enforceability depends heavily on precise property identification, clear powers to execute and complete the sale, compliance-ready authority for taxes and registration, and proper notarization/authentication, especially when executed abroad. A well-drafted SPA reduces transaction friction, prevents buyer mistrust, and limits disputes over authority, payment, and accountability.