Overview

It’s common in the Philippines for heirs to “sell inherited land” even while the Transfer Certificate of Title (TCT) or Original Certificate of Title (OCT) remains in the deceased owner’s name. Whether that sale is valid, enforceable, and safe depends on (1) what exactly was sold (a share vs. the whole property or a specific portion), (2) who signed (all heirs vs. only some), (3) whether the estate has been settled (judicially or extrajudicially), and (4) whether the buyer can register the transfer and secure tax clearances.

A simple way to frame it:

Upon death, ownership passes to heirs by operation of law (succession), but
the title in the Registry of Deeds does not automatically change, and
registration and estate settlement steps are usually required before the buyer can get the property titled in their name and become protected against third parties.

This article explains the doctrines, what kinds of “heir sales” are valid, what risks exist when the title isn’t transferred first, and the practical steps to do it properly.

This is general legal information in the Philippine context and is not a substitute for advice tailored to your facts by a qualified Philippine attorney.

Key Legal Concepts You Must Know

1) Ownership vs. Title: they are not the same

Ownership can pass to heirs at death (succession).
TCT/OCT is the registered evidence of ownership under the Torrens system. It stays in the decedent’s name until a registrable instrument (and supporting tax clearances) is presented and recorded.

Practical effect: A buyer may have a signed deed from heirs, yet still be unable to register and obtain a new title without first completing estate-settlement requirements.

2) What heirs own immediately after death: a “hereditary share” / co-ownership

Before partition, heirs typically hold the estate property in co-ownership:

Each heir owns an ideal/undivided share, not a physically identified portion (e.g., “1/4 of the whole,” not “the front 200 sqm”).

Consequence: Any heir acting alone generally can transfer only their undivided interest, not the whole property.

3) Estate obligations come first

Heirs’ rights are subject to:

debts of the deceased,
estate expenses,
legitimes/compulsory heir rules, and
claims of other heirs and creditors.

This matters because “selling the land” without settling the estate can expose the transaction to later challenges (e.g., creditor claims; omitted heirs).

4) Registration protects against third parties

Even if a deed is valid between seller and buyer, unregistered transfers are vulnerable:

another buyer may register first,
the property may be levied upon based on the title in the decedent’s name,
disputes may arise with omitted heirs or claimants.

Common Scenarios and Whether the Sale Is “Valid”

Scenario A: All heirs sell the entire property, but title still in decedent’s name

General rule: The sale can be valid as a contract if all heirs (and the surviving spouse, if applicable) with rights to the property sign, and the property is sufficiently identified.

However: The buyer may still be unable to register the transfer immediately because the Registry of Deeds typically requires:

proof of settlement of estate (extrajudicial settlement or court order),
BIR Certificate Authorizing Registration (CAR) or equivalent clearance,
transfer tax/real property tax clearances, and
other local requirements.

Bottom line: Often “valid between the parties,” but incomplete and risky until properly processed and registered.

Scenario B: Only some heirs sell the entire property

This is where many disputes come from.

A co-owner (heir) cannot sell what they do not own.
A deed signed by only some heirs, purporting to convey 100% ownership, is generally ineffective against non-signing heirs.

What the buyer really gets: at most, the undivided share of the signing heirs (depending on how the deed is construed and the facts), and the buyer essentially becomes a co-owner with the remaining heirs.

Practical risk: The buyer cannot force the other heirs to honor “the sale of the whole,” and may be pushed into partition litigation.

Scenario C: An heir sells a specific portion (e.g., “200 sqm at the back”) before partition

Before partition, heirs own only undivided shares. Selling a specific portion is highly problematic because the seller cannot point to “their” exact meters-and-bounds portion yet.

Typical effect in practice: Courts often treat it (if at all) as a sale of the seller’s ideal share, not a guaranteed sale of that specific portion—unless a later partition awards that portion to the seller (or all co-owners ratify).

Risk: Buyer may not end up with the exact portion they thought they bought.

Scenario D: Heirs sell only their “hereditary rights” (rights to inherit)

This can be a cleaner structure when the estate is unsettled.

An heir may transfer/assign their hereditary rights (their share in the inheritance).
The buyer/assignee steps into the heir’s shoes with respect to that share.

But: The buyer still does not automatically get a titled, specific parcel. They get participation rights in the estate/co-ownership, and may need partition to materialize an exact portion.

Scenario E: There is a judicial settlement (testate/intestate proceedings) ongoing

If the estate is under court settlement:

property is under the court’s supervision,
an executor/administrator manages estate assets,
sales of estate property often require court authority/approval, especially where minors, creditors, or estate needs are involved.

A “sale by heirs” outside the proceeding can be attacked as improper, depending on the posture of the case and the nature of the property.

When Can an Heir Sale Be Void, Voidable, or Merely Unenforceable?

Philippine outcomes vary by facts, but these patterns are common:

A) Void (no legal effect)

Examples of situations that can lead to voidness:

seller sells property they clearly do not own (e.g., non-heir, forged signature),
the deed is simulated/fictitious,
the object is outside commerce or prohibited by law (certain restricted lands, or transfers violating specific statutes),
essential consent is absent (fraud/forgery), or
the transaction violates mandatory rules protecting compulsory heirs in certain contexts (depending on structure and timing).

B) Voidable (valid until annulled)

Usually tied to defective consent:

intimidation, undue influence,
fraud vitiating consent,
incapacity issues (e.g., minors or those unable to consent) unless properly represented and approved where required.

C) Valid between parties but weak against third persons

The classic “heirs sold but didn’t register / didn’t settle estate” situation often falls here:

Contract may bind signatories,
but it may not bind omitted heirs,
and it may not be enforceable against later registered buyers or claims anchored on the title.

The Torrens Title Problem: Why “No Transfer of Title Yet” Matters

1) You usually cannot register a deed if the title isn’t in the seller’s name

A Registry of Deeds normally requires that the transferor be the registered owner, or that the chain of title be established first (estate settlement → transfer to heirs → transfer to buyer), with supporting tax clearances.

2) Unregistered buyer is exposed

While you’re unregistered:

another claimant may register first,
an omitted heir may sell/encumber their share,
the property might be attached/levied in proceedings relying on the public record,
boundary/possession disputes are harder to resolve.

Extrajudicial Settlement: The Usual “Correct Path” (When Allowed)

When the decedent left no will (or no will is being probated), and there are no outstanding issues requiring court intervention, heirs often use extrajudicial settlement under Rule 74 of the Rules of Court.

Typical requirements and effects

Deed of Extrajudicial Settlement (or Deed of Extrajudicial Settlement with Sale, or EJS with Partition).
Publication requirement (Rule 74) is commonly insisted upon for protection against creditors.
Payment of estate tax and securing BIR CAR (or current BIR equivalent clearance) are usually required for registration.
Then the title is transferred/issued:
- either directly to heirs (then later to buyer), or
- in some structures, via EJS-with-sale (where the buyer ends up titled, depending on local RD/BIR practice and documents).

Warning: If an heir is omitted, or there are hidden creditors, Rule 74 provides remedies that can disrupt the transfer.

Special Parties and Consent Issues That Often Break Transactions

1) Surviving spouse

In many estates, the surviving spouse has:

their share in the conjugal/community property, plus
inheritance rights.

A sale signed only by “children-heirs” may be defective if the spouse’s share/consent is needed.

2) Minors or legally incapacitated heirs

If any heir is a minor, selling inherited property usually requires:

proper legal representation and
often court approval (depending on structure), because minors’ property interests are protected.

3) Illegitimate children, later-discovered heirs, or second families

Undeclared heirs are a major cause of later nullification/reconveyance suits.

4) Heirs abroad / SPA issues

Sales through agents require a valid Special Power of Attorney (SPA):

properly notarized,
and if executed abroad, properly consularized/apostilled and compliant with Philippine requirements.

Tax and Compliance: The Deal Can Be “Valid” Yet Still Not Transferable

Even with a perfect deed, failure on tax/compliance can stall everything:

Estate tax obligations (with penalties if late),
Capital Gains Tax (or other applicable tax treatment, depending on the transaction’s structure),
Documentary Stamp Tax,
Transfer tax (local),
updated Real Property Tax (tax clearance),
BIR and local clearances, plus RD documentation.

Practical reality: Many “heir sales” collapse not because the contract is void, but because the parties can’t (or won’t) shoulder the taxes/penalties needed for registration.

High-Risk Property Types and Restrictions (Extra Due Diligence)

Certain lands have special transfer restrictions beyond ordinary succession rules:

Agrarian reform lands (e.g., CLOA/EP lands): transfers can be restricted and may require approvals or be prohibited within certain periods or except to qualified transferees.
Homestead / free patent lands: older grants may carry prohibitions or limitations on alienation for a period, and restrictions can affect validity.
Ancestral lands/domains: special laws and consent/approval frameworks may apply.
Land under tenancy/agrarian disputes: even a “valid” sale can become practically unusable.

If the land falls into any of these, treat a simple “heirs’ deed of sale” as a red flag until fully vetted.

What Buyers Commonly Can (and Can’t) Demand

If you bought from all heirs but title wasn’t transferred

Buyers often seek:

specific performance (to compel completion of estate settlement and registration),
delivery of documents (EJS, CAR, tax clearances),
damages/penalties if the seller breaches.

But success depends on what the contract says and whether compliance is still legally possible.

If you bought from only some heirs

Buyers typically can:

claim the selling heirs’ undivided shares (if the deed and facts support that),
demand partition (judicial partition) to segregate the share,
seek reimbursement/damages if the sellers misrepresented ownership.

Buyers generally cannot:

force non-signing heirs to honor a sale they never consented to.

Practical Guidance: Safer Structuring Options

Option 1: Settle estate first, transfer title to heirs, then sell

Safest, cleanest chain of title, easiest registration.

Option 2: Extrajudicial settlement with sale

Common in practice. The deed package is designed so the estate is settled and the buyer ends up with a registrable instrument set—subject to RD/BIR/local acceptance and proper tax payments.

Option 3: Assignment of hereditary rights

Useful when you cannot yet partition or when you want to avoid pretending a specific portion is already owned. Buyer accepts they are stepping into the heir’s position.

Option 4: Judicial settlement / partition

Slower and costlier, but sometimes necessary (disputed heirs, minors, creditors, missing documents, conflict).

Buyer’s Due Diligence Checklist (Philippine Context)

Before paying in full, a buyer should typically verify:

Certified true copy of title (RD) and check:

annotations (liens, mortgages, adverse claims, notices of lis pendens),
consistency of technical description.

Tax declaration and RPT status (Assessor/Treasurer):

arrears,
property classification,
actual occupants.

Heirship and family tree verification:

death certificate,
marriage certificate(s),
birth certificates of heirs,
check for surviving spouse, illegitimate children, prior marriages.

Authority and signatures:

all heirs sign, or valid SPAs for absentees,
minors handled legally,
notarization correctness.

Estate settlement path:

is EJS allowed?
is there any pending estate case?
are there known creditors?

Tax plan:

who pays estate tax penalties?
who processes CAR and transfer taxes?
timeline and escrow terms.

Possession and boundaries:

actual occupants, tenants, agrarian issues,
survey if portion-based expectations exist.

Practical tip: Use escrow/holdbacks until CAR/title transfer is completed, not merely until a deed is signed.

Drafting Tips (What Good Contracts Usually Include)

If you must transact before title transfer, strong agreements often include:

Representation & warranty of complete heirship and authority
obligation to complete EJS/judicial settlement, secure CAR, and register
allocation of taxes, penalties, and processing costs
deadlines, cooperation clauses, and document-delivery obligations
remedies: rescission, liquidated damages, attorney’s fees
escrow mechanism and staged payments (downpayment + release upon CAR/title issuance)
undertaking to address omitted heirs/claims, including indemnity

Quick Answers to the Most Asked Questions

“Is a deed of sale signed by heirs valid even if the title is still in the dead person’s name?”

It can be valid as a contract, especially if all heirs sign, but it is often not yet practically enforceable for registration without estate settlement and tax clearances. If not all heirs sign, it generally cannot transfer the whole property.

“Can one heir sell the land?”

One heir can usually sell only their undivided share (or their hereditary rights), not the entire property.

“If I bought a specific portion from one heir, do I own that portion?”

Not reliably. Before partition, the heir typically cannot sell a determinate portion as exclusively theirs. You risk ending up with only an undivided share or a contested claim.

“What is the safest way?”

Settle the estate properly (extrajudicial or judicial), get tax clearances, then register the transfer so the buyer receives a clean title.

Conclusion

A “sale by heirs without transfer of title” sits in the gap between substantive ownership rules (succession/co-ownership) and the registration system (Torrens). Many such sales are not automatically void—but they can be limited, unregistrable, or high-risk depending on whether all heirs consented, whether the transaction truly sold only hereditary rights or mistakenly promised a specific portion, and whether estate settlement and tax requirements can still be completed.

If you want, paste the exact fact pattern (who signed, whether there’s a surviving spouse, whether any heirs are minors, whether it’s a specific portion, and whether there’s an ongoing court case), and I can map it to the most likely legal characterization and the cleanest corrective steps.