Special Power of Attorney (SPA) to Sell Real Property in the Philippines

Everything you need to know—requirements, form, pitfalls, and practice notes. Philippine context. This is general information, not legal advice.

1) Why a Special Power (not just “general”) is required

Civil Code, agency rules. Selling real property is an act that requires a special power—it must be express and in writing.
Effect of no written authority. A sale of land made through an agent without written authority is void as to the principal. A generic “you can handle my affairs” authorization is risky; the power to sell specific immovable property (or an interest/real right over it) must be clearly spelled out (identify the property, authority to agree on price/terms, to sign the deed, to receive payment, and to process taxes/transfer).

2) Core contents of a valid SPA to sell land/condo

Include the following clearly and specifically:

Parties’ identities: Principal’s full name, civil status, citizenship, address, government ID details; Attorney-in-Fact (AIF) details.
Precise property description:
- For land: TCT/CTC/OLT number, Lot/Block, Survey No., Area, Location, current Tax Declaration no.
- For condo: CCT number, Unit, Floor, Parking (if any), Project name, Area, Location.
Grant of selling authority: To sell, transfer, and convey the property for cash or terms; state minimum price or allow sale at a price and terms the AIF deems reasonable (choose one; see §6 on pricing risk).
Deed authority: To sign and acknowledge the Deed of Absolute Sale (and, if needed, Contract to Sell, Deed of Assignment, Real Estate Mortgage release, etc.).
Payment & receipts: Clarify whether the AIF may receive the purchase price, issue receipts, deposit into named bank account, or whether payment must be made directly to the principal/escrow (buyer will rely on this—see §6).
Tax & transfer processing: Authority to secure TIN (if none), obtain CTCs, request certified copies from the Registry of Deeds, file and sign BIR forms (CGT/Withholding/DST), pay BIR/LGU taxes, obtain CAR, pay transfer tax, cause issuance of new title and tax declaration in buyer’s name, cancel encumbrances, claim checks/refunds.
Ancillary authorities: Obtain clearances (homeowners, estate/subdivision), utility statements, bank certificates (for mortgage payoff if applicable), condo certificate of management/condo dues certifications, SPA for substitution (optional; see §7).
Validity period: Either until revoked/until transfer completed, or a fixed expiry date (safer for all parties).
Governing law/venue (optional but helpful).
Specimen signatures of AIF (useful for banks and RDOs).

3) Formalities, execution, and recognition

Notarization in the Philippines. The SPA must be acknowledged before a Philippine notary public. The notary will require competent evidence of identity (e.g., passport/UMID/driver’s license) under the Notarial Practice Rules.
Executed abroad? The SPA must be authenticated for Philippine use:
- If signed before a Philippine Embassy/Consulate, have it notarized/acknowledged there; it’s then treated as a Philippine public document.
- If notarized by a foreign notary, it must bear an Apostille (if the country is an Apostille Convention member). If not, it requires consular legalization.
Thumbmarks / special cases. If the principal cannot sign (illiterate/disabled), a thumbmark with two disinterested witnesses and proper notarial acknowledgment is required. For those blind/deaf, the notary must follow special reading/interpretation safeguards.
Language. Use English or Filipino; if in another language, attach a certified translation.

4) When one SPA is not enough

You may need extra documents in these scenarios:

Married principal; conjugal/community property. Spousal consent is required. Either both spouses sign the deed or the non-signing spouse issues a separate SPA.
Co-owned property. Each co-owner must sign the deed or issue an SPA to a common AIF; one co-owner cannot sell the others’ shares without authority.
Property is mortgaged. Coordinate with the mortgagee bank for payoff and release of mortgage. The AIF should be empowered to request payoff letters and sign cancellation documents.
Heirs/estate sale. If the titled owner is deceased, title should pass to heirs/estate first; an SPA from a deceased person is void. Use extrajudicial settlement/court proceedings; heirs can then issue an SPA.

5) Taxes, deadlines, and what the AIF actually does

Most buyers expect the seller’s side (or its AIF) to handle taxes and clearances. Typical workflow:

Sign & notarize the Deed of Absolute Sale (DOAS).
BIR filings:
- Capital Gains Tax (CGT) for individual sellers (generally 6% of the higher of the gross selling price or zonal/assessed value), filed within 30 days from notarization.
- Documentary Stamp Tax (DST) (generally 1.5%), filed on or before the 5th day of the month following the taxable document’s date.
- For sales by certain corporations/business sellers, creditable withholding and different forms may apply.
Obtain CAR (Certificate Authorizing Registration) from BIR.
LGU transfer tax payment (timelines vary by LGU; usually within set days from DOAS/CAR).
Registry of Deeds: Present owner’s duplicate title, tax clearances, CAR, DST proof, transfer tax receipt, IDs, and the SPA original (ROD will inspect the SPA; some require it to be submitted/annotated).
Assessor’s Office: Update Tax Declaration to the buyer.

Practice tip: Your SPA should list the specific BIR forms the AIF may sign (e.g., 1706/1706-H, 2000-OT), authorize TIN application, and empower the AIF to receive checks (e.g., refunds) and official correspondences.

6) Price, earnest money, and payment authority—risk controls

Price terms. If you set a minimum price, the AIF cannot validly sell below it; buyers will insist the DOAS price matches the SPA authority. If you give discretionary pricing (“such price and terms as my AIF deems proper”), that is broad—but you bear the risk of a lower-than-expected deal.
Receiving the money.
- If the SPA authorizes the AIF to receive the price, then payment to the AIF discharges the buyer’s obligation. Only grant this if you trust the AIF and specify a bank account or escrow.
- If you do not authorize receipt, state that payment must be made directly to the principal or to a named escrow; the AIF may only acknowledge receipt of non-cash or conditional payments (e.g., checks delivered to escrow).
Earnest money vs. option money. The SPA should clarify whether the AIF may accept earnest money (part of the price, typically forfeitable upon buyer’s default) and sign option/offer to buy documents.

7) Duration, revocation, substitution, and death

Revocation. The principal can revoke the SPA anytime by a written, notarized revocation, with actual notice to the AIF and any known buyers. For safety, furnish copies to the notary, Registry of Deeds (if the SPA was used/annotated), and parties who relied on it.
Substitution of AIF. Allowed only if the SPA permits it or by necessity; otherwise the AIF is responsible for a substitute’s acts.
Death/incapacity. Agency generally ends upon the death or legal incapacity of the principal or AIF. Acts made after death/incapacity are void—except where the third party and AIF were in good faith and without knowledge of the death/incapacity (a limited protection under agency rules).
Expiration. Consider fixing a clear expiry date (e.g., 6–12 months), renewable, to avoid stale SPAs circulating.

8) When buyers, banks, and registries reject an SPA

Common reasons:

Property description does not match the title/tax records (wrong TCT/CCT, area, boundaries).
SPA not notarized properly (no notarial seal/roll, ID details missing, venue/date errors).
Foreign-executed SPA lacks Apostille/consular authentication.
Spousal consent missing or incorrectly stated (e.g., wrong names/civil status).
Outdated SPA (expired) or revoked but not disclosed.
Authority gaps (no authority to receive price, to sign BIR forms, or to cause title transfer).

9) Special issues

Condominium restrictions. Check the Master Deed/house rules for ROFR (right of first refusal) or clearance requirements; authorize the AIF to obtain condo admin certifications.
Agrarian/land use overlays. For properties with agricultural/ancestral/forest elements, allow the AIF to secure DENR/DAR certifications if needed.
Minor or incapacitated owners. A court order/guardian is needed; a parent cannot use an SPA to sell a child’s property without court authority.
Corporate owners. Not an SPA, but a Board Resolution/Secretary’s Certificate authorizing signatories is required; if a corporation appoints an AIF, the board must approve the SPA.

10) Checklist for principals (before you sign an SPA)

✅ Confirm ownership (latest title, tax declaration, tax clearances).
✅ Decide price floor, payment channel (escrow recommended), and whether AIF may receive funds.
✅ Name a trusted AIF; consider co-AIFs who must sign jointly for large deals.
✅ Include tax/transfer powers and specific BIR forms.
✅ Attach title copy and tax dec to the SPA as Annex “A” (helps reduce clerical errors).
✅ If married/co-owned: prepare spousal/co-owner consents/SPAs.
✅ Set a validity period and revocation plan.

11) Sample Special Power of Attorney (illustrative)

SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:

I, [FULL NAME], of legal age, [citizenship], [civil status], with residence at [address] and with
[ID Type/No.], do hereby APPOINT, NAME and CONSTITUTE [AIF FULL NAME], of legal age,
[citizenship], with residence at [address], [ID Type/No.], as my true and lawful Attorney-in-Fact,
to do and perform the following acts in my name, place and stead:

1. To SELL, TRANSFER and CONVEY, for such price and on such terms as my Attorney-in-Fact
may deem reasonable but not less than [₱______/or remove if giving full discretion], the
following property (“Property”):
   - [TCT/CCT No. ____], [Lot/Blk/Unit/Parking], [Project/Subdivision], [Area in sq.m.],
     located at [Municipality/City, Province], covered by Tax Declaration No. [_____].

2. To negotiate, sign and acknowledge the Deed of Absolute Sale and related documents
(e.g., Contract to Sell, Affidavits, Releases), and to deliver possession to the buyer.

3. [Choose one:]
   (a) To receive in my behalf the purchase price, issue receipts, and deposit the same to
       my account [Bank/Acct No.], or
   (b) Payment shall be made directly to me or to escrow [details]; my Attorney-in-Fact
       is not authorized to receive final payment.

4. To secure certified copies of the title and tax records; apply for/confirm my TIN; sign and
file BIR Forms (including 1706/1706-H, 2000-OT), pay capital gains/withholding/documentary
stamp and local transfer taxes, obtain the Certificate Authorizing Registration (CAR), and cause
the transfer of title and tax declaration in the buyer’s name.

5. To obtain homeowners/condo clearances, pay association dues, secure cancellations of
mortgage/encumbrances, and perform all acts necessary and incidental to effect the sale and
transfer of the Property.

6. [Optional] To appoint a substitute/alternate Attorney-in-Fact with the same powers.

This SPA shall be valid until [date]/[completion of transfer], unless sooner revoked by written
notice. Ratified this ___ day of __________ 20__, at [City], Philippines.

[Principal’s signature over printed name]
[ID Type/No.; Date/Place Issued]

WITH MY CONFORME (if married/co-owned):
[Spouse/Co-owner signature(s), IDs]

ACKNOWLEDGMENT
(A proper Philippine notarial acknowledgment block or, if abroad, consular/with Apostille.)

Customize to your facts; annex a copy of the title and tax declaration.

12) Frequently asked questions

Q: Can a buyer rely on a photocopy of the SPA? A: For signing and payments, original is typically required; Registry of Deeds may need to see/retain the original or a certified duplicate. Banks will usually insist on originals.

Q: Can one SPA cover multiple properties? A: Yes—list each property in detail and specify if the AIF may sell them individually or as a package.

Q: Can I revoke the SPA after my agent has already signed a DOAS? A: You can revoke prospectively, but acts already validly done within authority bind you. Notify all parties immediately to avoid reliance on a revoked SPA.

Q: My principal is overseas—what’s the fastest route? A: Execute the SPA before the Philippine Consulate or have it notarized locally and Apostilled, then courier the original to the Philippines.

Q: Does the SPA need to specify tax percentages and BIR form numbers? A: Not required, but listing typical forms and tax actions avoids pushback from RDO/ROD and helps the AIF complete the transfer.

13) Bottom line

Put it in writing and make it specific. A valid SPA to sell real property must expressly authorize the sale of identified immovable property and the execution of the deed.
Get the formalities right. Notarization (and Apostille/consular authentication if executed abroad) is critical for buyers, banks, BIR, LGU, and the Registry of Deeds.
Think beyond “sell.” Empower your AIF to receive (or not) funds, file taxes, and complete title transfer—or you’ll face delays.
Mind spouses, co-owners, and estates. Secure the right signatures and consents up front.
Control risk with clear price/payment instructions and a sensible expiry.

Again, this is general guidance. For significant transactions, consult Philippine counsel and coordinate early with the buyer’s bank and the relevant RDO/Registry of Deeds for any local practice quirks.