Requirements, Scope, and Notarization

1) What a Special Power of Attorney (SPA) is

A Special Power of Attorney is a written authorization where a principal (the property owner or authorized party) appoints an attorney-in-fact/agent to do specific acts. In Philippine practice, selling land, a house, or a condominium through an agent is one of the most common uses of an SPA.

It is called “special” because the authority is limited and specific, unlike a General Power of Attorney (GPA), which grants broad authority over many transactions.

2) Why an SPA is required for selling real property

Philippine law treats a sale of real property through an agent as a transaction that requires express and specific authority.

Key Civil Code rules (high-level):

Authority to sell land through an agent must be in writing; otherwise, the sale is generally treated as void (Civil Code rule commonly associated with agency sales of land).
Certain acts require special powers (Civil Code provisions on “special powers of attorney”), and selling or encumbering real property is among those acts that must be expressly authorized.

Because land transactions also need documents acceptable to the Registry of Deeds, banks, buyers, and taxing offices, the SPA is typically expected to be notarized (public instrument), even if “writing” is the minimum legal threshold in some contexts.

3) SPA vs Deed of Absolute Sale (DOAS): different documents, different roles

SPA: proves the agent is authorized to sign and act for the owner.
Deed of Absolute Sale / Deed of Sale: the contract that transfers ownership from seller to buyer.

In practice, the Deed of Sale must be notarized for registration with the Registry of Deeds (to transfer the title). The SPA is usually presented to show the seller’s representative had authority to sign the Deed of Sale.

4) Core requirements of an SPA to sell real property

There is no single government template, but an SPA is commonly considered “complete” for a sale when it has all of the following:

A. Correct parties and capacity

Principal: full legal name, nationality, civil status, address, and valid ID details.
Agent/Attorney-in-fact: full name, civil status, address, and valid ID details.
If the principal is a corporation, the signatory must show corporate authority (e.g., Board Resolution/Secretary’s Certificate).

B. Clear description of the property (very important)

The SPA should identify the property with enough specificity to avoid disputes:

TCT/CCT number (Transfer Certificate of Title / Condominium Certificate of Title)
Location (city/municipality, barangay)
Lot/Block numbers, survey numbers (if applicable)
Area (sqm)
Technical description or a reference to the title’s technical description
For condos: unit number, building/project name, and CCT details.

A vague description (“my property in Quezon City”) is a common reason buyers, banks, and registries refuse an SPA.

C. Express authority “to sell” (not just to “manage”)

The authority must explicitly empower the agent to sell. Phrases like “to administer” or “to manage” are usually not enough for a sale.

D. Specific acts the agent is authorized to do

A robust sale SPA often includes authority to:

Negotiate price and terms
Sign the Deed of Absolute Sale/Deed of Sale and other sale documents
Receive payments (and issue receipts) — specify whether full/partial, checks, bank transfers
Deliver possession and hand over keys/documents
Sign tax and transfer documents (eCAR-related paperwork, tax declarations, transfer tax forms, etc.)
Represent the principal before the BIR, Treasurer’s Office, Assessor’s Office, Registry of Deeds, LRA, and utilities/HOA
Secure certified true copies of title/tax declarations
Submit documents for registration and follow up the transfer
If needed: authority to sign and receive the new title in the buyer’s name (some principals allow, some prefer buyer to do this)

If the SPA allows the agent to receive money, it should say so clearly. If not, third parties may refuse to release funds to the agent.

E. Limits and safeguards (optional but common)

Principals often add safeguards, such as:

Minimum selling price / floor price
Requirement that payment be made to the principal’s bank account
Authority valid only for a defined period (expiration date)
Prohibition on selling to the agent or the agent’s relatives (conflict-of-interest control)
Requirement that the agent provide a written accounting

F. Proper execution by the principal

Principal must sign (and initial pages, where customary).
If the principal uses a thumbmark, proper witness formalities are typically applied in notarization practice.

5) Spouses, co-owners, and property regimes: who must sign the SPA

This is where many SPAs fail in actual transactions.

A. Co-owned property

If multiple persons are registered owners, each owner must authorize the agent, unless one owner has authority from the others.

B. Married principals

Rules depend on the property regime and the title/ownership:

If the property is conjugal/absolute community in nature or the spouse’s consent is legally required, the non-signing spouse’s consent may be needed (often via co-signing the SPA or signing a separate marital consent, depending on circumstances).
If the property is exclusive to one spouse (e.g., acquired before marriage, or by gratuitous title, with proof), then the owning spouse may act alone—subject to proof and how the title is reflected.

Because registries, banks, and buyers often demand conservative documentation, many transactions are delayed when only one spouse signs and no supporting proof is offered.

C. Estates and inherited property

If the owner is deceased, an SPA signed by the deceased is impossible and ineffective. Authority typically shifts to:

Judicial/extra-judicial settlement processes
Heirs’ authority (each heir’s participation/authority)
Court-appointed administrators/executors (if applicable)

6) Notarization in the Philippines: what it means and why it matters

A. What notarization does

When an SPA is notarized in the Philippines, it becomes a public document. Practically, this:

Improves acceptance by buyers, banks, and government offices
Gives the document stronger evidentiary weight in court
Helps show due execution and authenticity
Aligns with the common requirement that instruments affecting registered land be presented in notarized form for registration-related processes

B. Notarization requirements (Philippine practice under the Rules on Notarial Practice)

While details can vary by situation, a proper notarization generally requires:

Personal appearance The signatory (principal) must personally appear before the notary public at the time of notarization.
Competent evidence of identity The principal must present valid government-issued ID(s) acceptable to the notary, with photo and signature, and other required details.
Proper notarial act: acknowledgment For an SPA, the usual notarial act is an Acknowledgment (not a jurat). In an acknowledgment, the principal:

Appears before the notary, and
Declares that the signature is voluntary and that the document is the principal’s act and deed.

Notarial register entry The notary must record the notarization in the notarial register, assign a document number/page/book, and retain required details.
Complete notarial certificate The SPA should contain the notary’s acknowledgment block with proper details (date, place, name of signatory, ID details as required in practice, etc.), and the notary’s signature and seal.

If these formalities are not followed, notarization can be attacked as defective, which can seriously disrupt a sale or registration.

7) SPA executed abroad (OFWs and emigrants): consular notarization and apostille

If the principal is outside the Philippines, the SPA can still be made valid for Philippine use through commonly accepted routes:

A. Consular notarization (Philippine Embassy/Consulate)

A Philippine Embassy or Consulate can notarize documents for use in the Philippines. This is often the most straightforward for OFWs, because Philippine consular notarization is generally recognized domestically without further authentication steps.

B. Local notarization abroad + apostille (or authentication, depending on country)

If the SPA is notarized by a foreign notary, it may need apostille (for countries under the Hague Apostille Convention) or the applicable authentication process if not covered. The Philippines is part of the Apostille system, and apostilled documents are commonly accepted, but acceptance still depends on compliance and the requirements of receiving offices.

Practical tip: Many Philippine counterparties still prefer consular notarization because it reduces disputes about foreign notarial forms and authentication.

8) “SPA to Sell” vs “SPA to Sell and Encumber”: don’t mix unintentionally

Selling and mortgaging are different legal acts. If the agent may need to:

Mortgage the property (as part of financing),
Sign loan documents, or
Create liens/encumbrances,

the SPA must grant separate, express authority to do those acts. If it only authorizes a sale, lenders and registries may refuse it for mortgage-related steps.

9) Common SPA drafting mistakes that cause rejection or disputes

No title number / vague property description
Authority to “administer” but not “sell”
No authority to sign the Deed of Sale
No authority to receive payment, yet agent tries to collect money
Missing spouse consent where needed, or unclear ownership status
Outdated names (e.g., principal changed name) without clarification
Notarization defects (no personal appearance, wrong notarial act, missing notarial details)
Overbroad authority without safeguards (creates fraud risk and buyer suspicion)
Photocopy-only SPA when an original is required by the transacting party
Agent sells to self without explicit authority (highly problematic and often challenged)

10) Validity, revocation, and effect of death or incapacity

A. When the SPA becomes effective

Usually upon execution, unless it states a condition (e.g., effective only upon a certain date or event).

B. Revocation

A principal may revoke an SPA. Practical points:

Revocation should be in writing, and ideally notarized.
For protection against third-party reliance, notice should be given to the agent and, when relevant, to prospective buyers and offices involved.
If a buyer transacts in good faith relying on an SPA that appears valid, disputes can become complex.

C. Death or incapacity

Agency is generally extinguished by the death of the principal, and can also be affected by incapacity. A sale done after death using an SPA is a major red flag and commonly attacked.

11) Registration and transaction workflow (how the SPA is used in a sale)

While procedures differ slightly by locality and circumstances, a typical flow is:

Principal issues notarized SPA to sell
Agent negotiates and signs Contract to Sell/Deed of Sale (as authorized)
Deed of Sale is notarized
Taxes and clearances are processed (BIR, local transfer tax, etc.)
Registry of Deeds receives documents (including SPA) for title transfer
New title is issued in the buyer’s name

At multiple points, offices may ask for the original SPA or a certified true copy.

12) Practical security and fraud-prevention considerations

Because SPAs can be abused, careful principals and buyers often do the following:

Require a recent SPA (fresh date)
Verify the principal’s identity and signature history
Use safeguards: minimum price, payment only to principal’s account, limited time period
Confirm title status and annotations independently (e.g., certified true copy of title)
Prefer consular notarization for OFWs
Avoid releasing full payment unless documents are complete and registrable

13) What a well-drafted SPA to sell typically contains (outline)

Title: “SPECIAL POWER OF ATTORNEY”
Principal’s details
Appointment of attorney-in-fact (agent’s details)
Recitals (optional): ownership and intent to sell
Property description (with TCT/CCT details)
Enumerated powers (sell, sign, receive payment, represent before offices, register)
Price limits / conditions (if any)
Validity period (if any)
Ratification clause (optional)
Signatures
Acknowledgment (notarial certificate)

14) Bottom line

In Philippine real property sales, an SPA to sell is not just “a letter of permission.” It is the legal bridge that allows an agent to validly sign sale documents and interact with registries and government offices. The most important success factors are: (1) express authority to sell, (2) precise property identification, (3) proper notarization (or consular/apostilled execution if abroad), and (4) correct handling of spouse/co-owner consent and ownership realities.