Special Power of Attorney vs. Authorization Letter to Sell Property (Philippines)

When real estate is sold through someone else, the form of the seller’s authority isn’t a mere technicality—it decides whether the sale is valid, registrable, and enforceable. In Philippine law, the correct instrument for empowering another person to sell land is a Special Power of Attorney (SPA), not a casual “authorization letter.” Below is a complete, practical guide in the Philippine context.

Core Legal Foundations

Agency & form for land sales
- Article 1874, Civil Code: If the sale of a piece of land or any interest therein is made through an agent, the agent’s authority must be in writing; otherwise the sale is void.
- Article 1878, Civil Code: Certain acts require special authority, including the power “to sell.”
- Article 1879, Civil Code: A power to sell does not include power to mortgage, and vice versa—authorities are strictly construed.
- Article 1358, Civil Code: Acts creating or conveying real rights over immovables should appear in a public instrument (i.e., notarized) for greater efficacy and registrability.
Practical effects
- Registries of Deeds, banks, and the BIR typically require a notarized SPA (and, if executed abroad, properly apostilled/consularized).
- An authorization letter (unnotarized, generic) is normally rejected for real estate conveyances.

What Is a Special Power of Attorney (SPA)?

An SPA is a notarized document by which a principal grants a named attorney-in-fact specific powers—here, the power to sell a particular property under defined terms.

Hallmarks of a valid SPA for a land sale

Specific, written authority to sell (not just “manage” or “transact”).
Identification of the property (TCT/CCT number, location, area, technical description if available).
Named attorney-in-fact with full details (name, government ID).
Express limits (e.g., minimum price, payment terms, earnest money handling, authority to sign deed, receive payments, pay taxes/fees).
Notarization in the Philippines, with the principal’s personal appearance and competent evidence of identity under the 2004 Rules on Notarial Practice.
If signed abroad: execution before a local notary and apostilled (if the country is an Apostille Convention member) or consularized by a Philippine embassy/consulate (if not covered by Apostille).
If the property is conjugal/community: obtain spousal consent (Family Code) or a separate SPA by the spouse.
If the owner is a corporation/association: include a board resolution and secretary’s certificate authorizing signatories and the grant of the SPA.

What the SPA typically empowers the agent to do

Offer and sell the specific property and sign the Deed of Sale (or Contract to Sell).
Accept purchase price, issue receipts, and handle earnest money.
Pay taxes and fees (capital gains, documentary stamp, transfer tax, registration fees), obtain tax clearances, and process title transfer.
Submit and retrieve documents from the BIR, LGU Treasurer, Assessor, and Registry of Deeds.
Hire professionals (brokers, lawyers, surveyors) and sign ancillary forms.

Tip: If you want your agent to receive the purchase money, say so explicitly. If you want funds to go directly to your account, say that instead and authorize only signing, not receiving.

What Is an “Authorization Letter”?

An authorization letter is an informal, usually unnotarized note authorizing a person to perform minor or administrative tasks (e.g., submitting papers, picking up IDs). It does not normally confer special powers to sell immovable property.

Even if written, an authorization letter:
- Rarely satisfies the special authority required by Articles 1874 and 1878.
- Is typically not acceptable to the Registry of Deeds, BIR, or banks for conveyances.
- Risks rendering any “sale” void for lack of proper written authority to sell.

SPA vs Authorization Letter: Side-by-Side

Feature	Special Power of Attorney (SPA)	Authorization Letter
Purpose	Grants special authority to sell specific real property	General/administrative permission for minor tasks
Formality	Written, specific, notarized (public instrument)	Often informal, usually unnotarized
Legal sufficiency to sell land	Yes—meets Articles 1874 & 1878	No—risks void sale
Registrable/accepted by agencies	Yes (with usual documentary requirements)	No (generally rejected)
Detail level	High (property details, price, terms, payments, taxes)	Minimal or generic
Use case	Owner is absent, abroad, or prefers a proxy for sale	Document pick-ups, filing, inquiries, simple errands

Drafting an SPA to Sell Property: Checklist

Title: “Special Power of Attorney to Sell Real Property.”
Parties: Full names, civil status, citizenship, address, valid IDs of principal(s) and attorney-in-fact.
Recitals: Ownership basis (TCT/CCT no., tax dec., area, location).
Grant of Authority: Clear, express power to sell the described property.
Commercial Terms:
- Minimum price and who negotiates final price.
- Payment terms (cash/financing; schedule; escrow if any).
- Earnest money rules (cap, forfeiture/return conditions).
Funds Handling: Whether the attorney-in-fact may receive purchase price, issue receipts, and where to deposit funds.
Taxes & Fees: Authority to file/secure BIR clearances, pay CGT/6% or CWT, DST, transfer tax, registration.
Document Powers: Authority to sign Deed of Absolute Sale, acknowledgments, BIR/LGU forms, transfer documents, and to obtain new title.
Brokerage: If engaging brokers/agents, authorize payment of commission and sign listing agreements.
Warranties: Title is clean, property free of liens (or disclose existing encumbrances).
Limitations: Exclusions (e.g., no power to mortgage or lease unless expressly added).
Validity: Date of effectivity and expiration (optional but helpful).
Notarization: In the Philippines (with personal appearance and IDs) or abroad with Apostille/consularization.
Spousal/Co-owner Consents: Attach as needed.
Attachments: Owner’s ID, TIN, copy of title, tax dec, lot plan (if available).

Execution Abroad: Apostille & Consularization

If the SPA is signed in an Apostille country, have it notarized locally, then apostilled by that country’s competent authority.
If not an Apostille country, have the SPA notarized and then acknowledged/authenticated by the Philippine Embassy/Consulate.
Upon use in the Philippines, submit the apostilled/consularized original (plus photocopies) to agencies/Registry of Deeds.

Spouses, Co-Owners, Corporations

Married owners (community/conjugal property): Disposition or encumbrance ordinarily needs the consent of both spouses; best practice is to have both execute the SPA (or one spouse give a separate conforming SPA).
Co-owned property: Each co-owner should sign the SPA or issue their own, consistent in terms.
Corporations/associations: Board resolution and secretary’s certificate must authorize the signatory(ies) and the grant of the SPA; include corporate documents as attachments.

Duration, Revocation, and Death

No fixed lifespan unless the SPA states one. In law, agency terminates by: accomplishment of the purpose; revocation by the principal; withdrawal by the agent; death, civil interdiction, insanity, or insolvency of either principal or agent; and other causes under Article 1919 Civil Code.
Revocation should be in writing, ideally notarized, with notice to the agent and third parties (Article 1921) to bind them. Retrieve or cancel certified copies in circulation.

Filing & Registration Practicalities (High-Level)

Although this article focuses on authority (SPA vs authorization letter), successful conveyance usually entails:

Deed of Sale signed by the authorized agent under the SPA, notarized.
Owner’s duplicate certificate of title, updated real property tax clearances, TINs, and IDs.
BIR assessment and payment of CGT/withholding and DST, issuance of CAR/eCAR; payment of transfer taxes; registration with the Registry of Deeds to issue a new title to the buyer.
Throughout, agencies will look for the SPA; an authorization letter will not suffice.

Common Mistakes to Avoid

Using an authorization letter to sell: Risks a void sale and rejection by authorities.
Vague powers: “Transact my property” is not the same as “sell”; courts construe powers strictly.
Omitting property identifiers: Name the exact property (TCT/CCT, location, area).
Forgetting spousal/co-owner consent: Causes delays or invalidity issues.
No apostille/consularization for foreign-signed SPAs: Typically unacceptable to agencies.
Letting the agent receive price without safeguards: Use escrow or mandate direct deposit to the principal.
Failing to revoke in writing: Old SPAs can linger and create risk.

Sample SPA Clauses (Illustrative Only)

Grant of Authority: “I grant my Attorney-in-Fact the special power to sell my property described as TCT No. ______, located at ______, with an area of ______ sq.m., under terms not less than PHP ______.”
Signing Authority: “To sign the Deed of Absolute Sale, BIR/LGU forms, transfer documents, and to process title transfer.”
Funds: “To receive the purchase price and issue receipts; provided, all proceeds shall be deposited to Account No. ______ in my name.” (or) “Agent shall not receive the purchase price; buyer must deposit directly to my account.”
Taxes & Fees: “To pay required CGT/CWT, DST, transfer taxes, and registration fees, and secure the CAR/eCAR and clearances.”
Limitations: “This SPA does not authorize mortgage, lease, or disposition of other properties.”
Validity/Revocation: “This SPA is effective until ______ or until revoked in writing.”

Bottom Line

To legally empower someone to sell your Philippine real property, use a written, specific, and notarized Special Power of Attorney.
An authorization letter is for errands—not for conveying land—and may render a supposed sale void.
Be precise: spell out the property, powers, limits, and document formalities (notarization, apostille/consularization if abroad).
For complex ownership (spouses, co-owners, corporations) and significant purchase amounts, consult a Philippine lawyer to tailor the SPA and protect your interests.

This article is for general information only and is not a substitute for legal advice for your specific situation.