I. Overview: What an SPA Is (and Why It Matters)

A Special Power of Attorney (SPA) is a written authority where the principal (the person granting authority) appoints an agent/attorney-in-fact (the representative) to perform specific acts on the principal’s behalf. In Philippine law, an SPA is commonly treated as an instrument of agency governed primarily by the Civil Code provisions on Agency.

An SPA is different from a General Power of Attorney (GPA):

GPA: broad authority to do acts of administration (and sometimes limited acts) within a general scope.
SPA: authority limited to one or more specified acts, and typically required when the act is an act of strict dominion (i.e., it affects ownership or substantial rights).

In practice, “SPA” also signals to banks, registries, and third parties that the authority is precise, written, and often notarized, reducing disputes over whether the agent is truly empowered to do the act.

II. Legal Foundations in Philippine Context

A. Agency under the Civil Code

An SPA is usually analyzed as a contract of agency: one person binds themselves to render service or do something in representation of another, with consent.

Key Civil Code concepts relevant to validity and expiration include:

Consent and capacity of principal and agent
Form requirements for certain acts (written authority; public instrument for registrable transactions)
Scope limits (the agent can act only within the authority granted)
Extinguishment of agency (termination events like revocation, death, etc.)

B. “Special Powers” for Enumerated Acts

The Civil Code identifies acts that require special authority (often associated with Article 1878). These are typically acts that dispose of property, waive rights, compromise claims, borrow money, create mortgages, enter into certain contracts, etc. The practical lesson is:

Even if someone is your agent generally, certain acts are invalid or unenforceable against the principal unless the authority is specifically granted.

III. Validity of an SPA: Substantive Requirements

For an SPA to be valid and effective as between principal and agent (and often as against third parties), several fundamentals must be satisfied.

A. Capacity of the Principal

The principal must have legal capacity to:

Execute the SPA (understand and consent), and
Perform the act being authorized (you generally cannot authorize what you cannot legally do yourself).

If the principal lacks capacity (e.g., due to legal incapacity), the SPA can be void or voidable depending on circumstances.

B. Capacity of the Agent

The agent should have capacity to act. Practically, institutions often require the agent to be of legal age and able to present valid identification, though the underlying civil law concept focuses on the agent being able to bind themselves and perform the task.

C. Consent and Intention

A valid SPA requires genuine consent—free from fraud, intimidation, undue influence, or mistake. Defects in consent can make the SPA voidable and can lead to disputes over transactions made under it.

D. Specificity of Authority (Scope)

The SPA must clearly describe:

The specific act(s) authorized (e.g., “sell the property described as…”)
The property or transaction details (title number, location, bank account, loan terms, etc., as applicable)
Any limitations (price floor, conditions, period of authority, substitution rules)

Vague authority is a common cause of rejection by registries and banks and a frequent source of litigation.

IV. Validity of an SPA: Formal Requirements (Writing, Notarization, Public Instrument)

A. Writing Requirement

Many acts require written authority. A verbal authority may be insufficient for acts affecting property or registrable rights. As a practical matter, third parties nearly always require a written SPA.

B. When Notarization Becomes Critical

An SPA can exist as a private document, but notarization significantly affects enforceability and acceptance:

Notarization converts a private document into a public document.
Public documents are generally given greater evidentiary weight and are easier to rely on in transactions.

Most banks, the Register of Deeds, brokers, and counterparties require notarization even when the bare minimum legal rule could arguably allow a private writing, because notarization reduces identity and authenticity disputes.

C. “Public Instrument” for Registrable Transactions

For transactions involving real property (sale, mortgage, donation, etc.), registrability and standard practice usually require:

The deed of conveyance to be notarized, and
The SPA authorizing the agent to sign/execute that deed to be in a form acceptable for registration (commonly notarized, often with detailed property description).

D. Execution Under the 2004 Rules on Notarial Practice

A Philippine-notarized SPA typically requires:

Personal appearance of the principal before the notary public
Competent evidence of identity (valid IDs)
A proper notarial act (acknowledgment, commonly)
Notarial register entry and seal

Defects in notarization can lead to rejection by institutions and may weaken the document’s evidentiary value, even if the underlying agency relationship could be argued to exist.

V. SPAs Executed Abroad (OFWs and Overseas Principals)

If an SPA is executed outside the Philippines, acceptance in the Philippines commonly depends on one of these routes:

A. Consular Notarization (“Consularized” SPA)

Executed before a Philippine consular officer who performs the notarial function. This is often the most straightforward for Philippine use.

B. Local Notary + Apostille (Hague Apostille Convention)

The Philippines is part of the Apostille system; documents notarized abroad may be authenticated through an apostille issued by the foreign country’s competent authority (where applicable), and then used in the Philippines.

C. Practical Note on Institutional Requirements

Even if an SPA is technically valid, local banks or registries may impose document-format requirements (e.g., red ribbon no longer being the current standard where apostille applies; specific wording; updated IDs; specimen signatures).

VI. What an SPA Can Authorize (Common Use-Cases)

Typical SPA transactions in the Philippines include:

Real estate: sell, buy, mortgage, lease, manage property, sign deeds, receive payments
Banking: open/close accounts, withdraw/deposit, transact with loans (subject to bank rules)
Business and shares: represent in meetings, sell shares, sign corporate documents (subject to corporate by-laws and SEC requirements)
Government transactions: process titles, taxes, permits, claims (subject to agency-specific rules)
Litigation-related acts: compromise, submit to arbitration, waive rights—often requiring special authority

Important: A separate concept exists for court representation—lawyers use a Special Power of Attorney for certain client authorizations, but representation in court is typically via counsel with authority under procedural rules; still, compromise and settlement authority often requires special authority.

VII. Duration, Validity Period, and “Expiration” of an SPA

A. General Rule: No Automatic Expiration Unless Stated or Implied

Under agency principles, an SPA generally remains effective:

Until revoked, until the purpose is accomplished, or until terminated by law (extinguishment events),
Unless the SPA itself states an expiration date.

So, as a legal baseline:

An SPA does not “expire” simply because time has passed—unless the instrument sets a term, the transaction is completed, or the agency is otherwise extinguished.

B. Express Expiration (Best Practice for Time-Limited Authority)

Many SPAs include language like:

“This SPA is valid until [date]”
“Valid for six (6) months”
“Valid only for the purpose of signing the Deed of Sale on or before [date]”

If there is an express term, authority typically ends upon that date/time.

C. Implied Expiration: Purpose Completed or Time-Sensitive Authority

Even without an explicit date, an SPA can effectively “end” when:

The single authorized transaction has been completed (e.g., property already sold and transferred).
The authority is tied to an event that has already occurred or can no longer occur.

D. Institutional “Freshness” Rules (Not the Same as Legal Expiration)

Banks, registries, and other entities sometimes require that an SPA be:

recently executed (e.g., issued within the last 3 months, 6 months, or 1 year)

This is often policy, not a Civil Code “expiration.” The SPA might still be legally effective between principal and agent, but the institution may refuse to honor it for risk management.

E. Continuing Authority vs. Repeated Transactions

If the SPA authorizes repeated acts (e.g., collect rent monthly, manage property), it can remain in force indefinitely unless terminated. However, institutions may still require periodic updating.

VIII. Termination of an SPA (Extinguishment of Agency): The Core “Expiration” Rules

Even without an expiration date, an SPA can end by operation of law. Common termination grounds under the Civil Code concept of agency include:

A. Revocation by the Principal

The principal generally may revoke the agency at will, subject to exceptions (e.g., when the agency is coupled with interest, or when revocation would breach a contractual undertaking).

How revocation happens:

Express revocation in writing (best practice)
Issuance of a new SPA inconsistent with the prior one
Direct notice to the agent
Notice to third parties (important for cutting off reliance)

Practical warning: Revocation is most effective against third parties when the third parties are notified. Otherwise, disputes can arise if third parties acted in good faith on an SPA they reasonably believed remained valid.

B. Withdrawal (Renunciation) by the Agent

The agent can resign/renounce, but should give notice and avoid abandoning the principal in a way that causes damage, especially if the principal needs time to appoint a replacement.

C. Death of the Principal

A major rule in agency is that the agency is generally extinguished by the death of the principal. After death, authority to manage the estate usually shifts to:

The heirs (as successors), and/or
A judicially appointed executor/administrator (in settlement proceedings)

Practical impact: Many institutions will refuse to honor an SPA once they learn of the principal’s death, and transactions done afterward are vulnerable to challenge.

There are nuanced situations in civil law where acts done by an agent without knowledge of the principal’s death may create complex effects depending on good faith, notice, and third-party reliance. But as a practical rule, death is treated as a termination point and creates significant legal risk for continued use.

D. Death or Incapacity of the Agent

If the agent dies or becomes legally incapable to act, the agency ends.

E. Incapacity of the Principal (Insanity, Civil Interdiction, etc.)

Agency is generally extinguished by the principal’s loss of capacity. The moment and effect can be fact-sensitive (e.g., when incapacity legally attaches and what notice exists), but incapacity is a recognized termination ground.

F. Dissolution/Termination of a Juridical Principal or Agent

If a corporation (as principal or agent) is dissolved, its capacity changes and agency arrangements can end or become limited to winding-up acts.

G. Accomplishment of the Purpose

Once the authorized act is done, the agency ends—especially for single-purpose SPAs.

H. Expiration of the Term (If One Was Set)

If the SPA states a term, it ends upon the term’s expiration.

IX. Revocability vs. “Irrevocable” SPAs

Some SPAs are labeled “irrevocable.” In Philippine practice, this usually means the parties intend the authority not to be withdrawn at will—often because:

It is part of a bigger contract (e.g., security arrangement)
The agent or a third party has an interest that the authority protects

However, “irrevocable” language is not absolute in all situations. Even when revocation is restricted, termination by law (such as death) remains a serious issue, and the enforceability depends on the underlying legal basis and facts. Many “irrevocable” SPAs still face practical rejection by institutions unless supported by clear contractual and property-interest structures.

X. Limits of Agent Authority and Legal Risks

A. Acts Outside the SPA Are Not Authorized

If the agent goes beyond the SPA’s scope, the principal may not be bound unless:

The principal ratifies the act, or
Other binding principles apply (fact-specific)

B. Third-Party Reliance and Notice

If third parties rely on an SPA in good faith, disputes can turn on:

Whether the SPA appeared valid on its face
Whether revocation/termination was known or should have been known
Whether the third party had notice of death/incapacity/revocation

C. Self-Dealing and Conflict of Interest

Agents owe duties of loyalty and care. Transactions where the agent benefits (e.g., selling the principal’s property to the agent or the agent’s relatives) are high-risk and often scrutinized.

XI. Drafting Essentials for a Strong SPA (Philippine Practice)

A well-constructed SPA commonly includes:

Complete names and identifiers
- Principal and agent: full legal name, nationality, civil status, address
Clear statement of appointment
- “I hereby appoint…”
Specific powers
- Enumerated powers matching the intended transaction
Detailed subject matter
- For property: TCT/CCT number, location, technical description reference
- For bank: account number (some banks prefer it omitted and handled internally; practice varies)
Authority to sign documents
- Deeds, tax forms, registry forms, receiving consideration
Price/terms controls (if selling)
- Minimum price, acceptable terms, authority to negotiate
Validity period (optional but often useful)
Substitution clause (optional)
- Whether agent may appoint a substitute
Ratification clause (sometimes included)
Specimen signature of principal and agent (often requested by banks)
Notarial acknowledgment compliant with notarial rules

XII. SPAs in Real Estate: Special Notes on Validity and Expiration

Real property transactions are the most common SPA use-case and the most document-sensitive.

A. Sale of Land/Condominium

Typically requires:

SPA with authority to sell and sign a deed of sale
Accurate property identifiers (title details)
Notarization acceptable for registration
Compliance with tax and registry requirements (e.g., sign CAR/authorizations where allowed)

B. Mortgage and Loans

Mortgaging property, signing loan documents, or creating encumbrances typically requires specific authority. Lenders often require their own SPA templates or additional verification steps.

C. Lease vs. Sale

Lease can be an act of administration depending on duration and terms; long-term leases may be treated more like acts of dominion in practical risk terms, and institutions/counterparties may demand express authority.

XIII. Evidence and Enforceability: Why Form Matters

A. Public Document Advantage

A notarized SPA is a public document, which generally:

Is easier to present in court and before offices
Is harder to deny (compared to private documents)
Is more readily accepted for official transactions

B. Risks of Defective Notarization

If notarization is defective (e.g., no personal appearance), the document may:

Be treated as not properly notarized (thus not a public document)
Be rejected by institutions
Become vulnerable to fraud allegations

XIV. Practical “Expiration Management” and Transaction Hygiene

Even when an SPA is legally continuing, prudent practice often includes:

Issuing SPAs with clear timeframes for high-risk acts (sale, mortgage)
Using transaction-specific SPAs rather than open-ended authority
Maintaining revocation documents and proof of notice if authority is withdrawn
Updating SPAs when circumstances change (new civil status, new address, new IDs, new property titles)
Avoiding broad or ambiguous clauses that can be abused

XV. Key Takeaways

An SPA is generally valid until: (a) it expires by its terms, (b) its purpose is accomplished, (c) it is revoked/renounced, or (d) it is terminated by law (notably death or incapacity).
Many “expiration” issues arise not from law but from institutional policies demanding a “fresh” SPA.
The most common SPA disputes involve: scope, notarization defects, revocation/notice, and post-death use.
For acts of strict dominion (especially real estate, mortgages, compromises, waivers, borrowing), specificity and proper form are essential.
This is general legal information; outcomes can depend heavily on document wording, the transaction, and proof of notice/good faith.