A Special Power of Attorney (SPA) for selling real property in the Philippines is not just a “permission slip.” For many transactions, it is the legal backbone that determines whether a sale is valid or void. Because Philippine law treats the sale of land as an act of strict ownership, the authority of an agent must be carefully drafted, properly executed, and clearly limited.

Below is a detailed guide on what to include in a Special Power of Attorney for selling real property in the Philippines, along with the legal context around it.

I. Legal Basis of an SPA for Selling Real Property

1. Agency under the Civil Code

In Philippine law, an SPA is rooted in the concept of agency:

Agency is a contract where a person (the principal) authorizes another (the agent or attorney-in-fact) to act on their behalf.
The agent’s acts, within the scope of authority, bind the principal, as if the principal performed those acts themselves.

Key Civil Code concepts (names only, no need to memorize article numbers):

There is a difference between acts of administration (e.g., leasing, managing) and acts of strict dominion (e.g., selling, mortgaging, donating real property).
Selling real property is an act of strict dominion, and the authority to perform it must be express and specific, usually by Special Power of Attorney.

2. Requirement of Written Authority for Sale of Land

Philippine law specifically requires that:

If land is sold through an agent, the agent’s authority must be in writing, otherwise the sale is void as to the principal.
In practice, this authority is usually in the form of a notarized Special Power of Attorney.

Thus, if you want another person to validly sell your land/house/condominium unit in the Philippines, you must give clear, written, and usually notarized authority.

II. When a Special Power of Attorney Is Needed

An SPA for sale of real property is typically used when:

The owner is abroad (OFW, immigrant, seafarer, etc.).
The owner is ill, elderly, or otherwise unable to personally appear.
The property is held by a corporation, partnership, estate, or trust, and someone must be designated to sign for it.
Co-owners or heirs want to appoint one person to handle the sale and paperwork.

Government agencies, banks, developers, and the Registry of Deeds generally require a notarized SPA (and consularized/apostilled if signed abroad) before they accept the agent’s signatures on sale documents.

III. Formal Requirements: Form and Execution

1. Written Instrument

For selling real property:

The SPA must be in writing.
To be accepted by government offices and the Registry of Deeds, it should be in the form of a public instrument (i.e., notarized).

2. Notarization

Notarization converts the SPA into a public document, which:

Gives it a presumption of regularity and authenticity.
Makes it acceptable to government agencies and banks.
Allows it to be used and attached to documents submitted for registration of the sale.

A proper notarization typically involves:

Personal appearance of the principal before the notary.
Presentation of competent evidence of identity (e.g., valid government ID).
The principal signing the SPA in the notary’s presence, or acknowledgment that the signature is theirs.
Proper entries in the notarial register.

3. Execution Abroad (Consularization / Apostille)

If the principal is abroad, the SPA can be:

Executed before a Philippine Consulate / Embassy (consular acknowledgment).
Or executed before a foreign notary and then apostilled (or authenticated), depending on the country and applicable rules.

In practice, Philippine agencies will usually require:

The original consularized/apostilled SPA; or
A certified true copy.

4. Language

SPAs are often in English or Filipino.
If the principal doesn’t understand the language used, the SPA should state that it was translated and fully explained in a language or dialect the principal understands.

IV. Essential Parts of a Special Power of Attorney for Sale

A well-drafted SPA for selling real property in the Philippines usually has the following sections:

1. Title or Caption

Example:

SPECIAL POWER OF ATTORNEY (To Sell Real Property)

This clearly signals to all parties—including notaries and government agencies—that it covers sale of real property and is a special, not general, authority.

2. Introduction of the Principal

This portion clearly identifies who is granting the authority. It generally includes:

Full name
Citizenship
Civil status (single, married, widowed, separated)
Age or “of legal age”
Address
If married, sometimes the name of the spouse.
For corporations/partnerships:
- Complete corporate name
- Country of incorporation
- Office address
- Name, position, and authority of the person signing (e.g., “represented herein by its President, Juan Dela Cruz, duly authorized pursuant to Board Resolution No. ___”).

This section may also include a statement that the principal is of sound mind and acting voluntarily.

3. Identification of the Attorney-in-Fact (Agent)

Similar details should be provided for the agent:

Full name
Citizenship
Civil status
Address

It should be clear that this person is being appointed as the attorney-in-fact (sometimes “true and lawful attorney-in-fact”).

If there are multiple attorneys-in-fact, the SPA should state whether they act:

Jointly (they must act/sign together), or
Solidarily / severally (any one of them may act alone).

4. Recitals or “Whereas” Clauses (Optional but Helpful)

These clauses provide context, such as:

The principal is the owner of specific real property.
The principal is unable to personally attend to the sale because of work abroad, health, or other reasons.
The principal wishes to appoint the attorney-in-fact to handle the sale and related documentation.

For example:

“WHEREAS, I am the absolute and registered owner of a parcel of land located in ______, covered by Transfer Certificate of Title (TCT) No. ______; WHEREAS, due to my present employment abroad, I am unable to personally attend to the sale and transfer of the said property;”

These are not strictly required, but they help show intent and ownership.

5. Precise Description of the Property

This is critical. The SPA must clearly identify which specific property can be sold. Include:

Type of property:
- Parcel of land, house and lot, condominium unit, etc.
Location: municipality/city, province, barangay.
Title details:
- TCT/CCT number
- Registry of Deeds where the title is registered.
Lot and block numbers, survey number, or condo unit number and floor.
Area: number of square meters as stated in the title.
If applicable, subdivision / condominium project name.

Ideally, the SPA attaches or references the technical description taken from the title or tax declaration, especially for more formal or complex transactions.

6. Core Grant of Authority to Sell

This is the heart of the SPA. It must expressly and specifically authorize the agent to:

Sell the described property
- Use clear language allowing the attorney-in-fact to “sell, transfer and convey by way of absolute sale” the specified property.
Negotiate and agree on price and terms
- If desired, set a minimum price:
  - “for a price not less than ______ pesos (₱______)”
- State whether the sale can be cash or installment, and if installment:
  - Maximum period
  - Interest rate (if any)
  - Down payment requirements.
Accept and receive payments
- Authority to receive the purchase price (cash, manager’s check, etc.), issue receipts, and deposit funds in a specified bank account if you wish to be more specific.
Sign all documents necessary for sale, including, as applicable:
- Deed of Absolute Sale (DOAS)
- Contract to Sell
- Option to Buy (if allowed)
- Receipt of down payments and balances
- Affidavits or undertakings required by agencies or banks.
Deliver possession of the property
- Authority to turn over the property to the buyer, including keys, documents, and to allow the buyer to occupy the property upon agreed conditions.
Represent the principal before government and private entities, such as:
- BIR (for Capital Gains Tax / Creditable Withholding Tax, and issuance of the Certificate Authorizing Registration or CAR).
- Local government (City/Municipal Treasurer / Assessor for real property taxes and transfer taxes).
- Registry of Deeds (for registration of the deed and issuance of new title).
- Condominium corporation or homeowners’ association (for clearances and transfer of share certificates, membership, etc.).
- Subdivision developer, if the property is still under a developer’s title or covered by a Contract to Sell.
- Banks or financing institutions (if the buyer will finance through a bank; or if the property is mortgaged and needs release or consent).

You may also include ancillary powers necessary to complete the transaction, such as:

Paying taxes, fees, and other charges related to the sale and transfer.
Securing tax clearances and certifications.
Signing and submitting forms, applications, and documentary requirements.
Receiving the new title and other documents and forwarding them to you.

7. Price and Other Economic Terms (Optional but Recommended)

The SPA can specify:

Minimum acceptable price.
Whether the agent can grant discounts.
Whether the agent can agree to installment terms, and within what maximum period.
Whether the agent may accept checks, and in whose name the checks should be issued.

The more detailed the instructions, the more protected both principal and agent are against disputes.

8. Limitations and Safeguards on the Agent’s Authority

To protect the principal, the SPA may clearly limit what the agent can do. Common limitations include:

Prohibiting the attorney-in-fact from selling the property:
- To himself/herself, or
- To certain relatives, unless expressly allowed (self-dealing can be prohibited or regulated).
Prohibiting the agent from:
- Mortgaging the property.
- Donating it.
- Leasing it beyond a certain period.
Requiring consultation/approval for:
- Sales below a certain price.
- Certain payment schemes.

The SPA may also specify that the authority is non-transferable, e.g.:

“My said attorney-in-fact shall not delegate or assign this authority in favor of any other person.”

Or, if substitution is allowed:

“With authority to appoint a substitute or substitutes and to revoke such substitution.”

If substitution is allowed, consider specifying the conditions and limits for that.

9. Duration and Revocability

Agency is generally revocable by the principal, unless it falls under specific narrow exceptions (agency coupled with interest, etc.). The SPA should state:

Whether the authority is effective immediately.
Optional: a fixed expiration date.
That the principal retains the right to revoke the SPA.

Example clause:

“This Special Power of Attorney shall remain in full force and effect until revoked by me in writing or until [date], whichever comes earlier.”

10. Ratification or General Clause

Many SPAs end with a ratification/general clause, such as:

“Hereby ratifying and confirming all that my said attorney-in-fact shall lawfully do or cause to be done under and by virtue of these presents.”

This is not a substitute for specific powers, but it underscores the principal’s intent to stand by the agent’s lawful acts within the authority given.

11. Signatures, Notarial Acknowledgment, and Witnesses

The principal signs at the end of the document.
Some SPAs also provide space for instrumentary witnesses to sign.
The notarial acknowledgment is placed at the bottom, containing:
- Venue (Republic of the Philippines, City of ____, etc.).
- Date of acknowledgment.
- Name of notary public and details of commission.
- Statement that the principal personally appeared, presented ID, and acknowledged that the SPA is their voluntary act and deed.

If executed abroad before a consul or foreign notary, the equivalent consular or notarial certificate is attached.

V. Special Situations and Additional Requirements

1. Married Property Owners

If the property is conjugal or part of the absolute/community property of the spouses:

Both spouses typically need to consent to the sale.
One spouse may give SPA to the other, or both may grant SPA to a third person.
To avoid future disputes, clearly indicate:
- The marital regime (e.g., absolute community, conjugal partnership, separation of property if applicable).
- That both spouses are authorizing the sale if required.

A common arrangement:

Husband and wife sign a joint SPA appointing one attorney-in-fact.
Or one spouse authorizes the other to sign all documents necessary for the sale on behalf of both.

2. Co-owners and Heirs

For properties under co-ownership (e.g., inherited property not yet partitioned):

As a rule, all co-owners must consent to the sale of the entire property.
Each co-owner may execute an SPA in favor of one person to sell the whole, or:
- Each may personally sign the sale documents.

If only some co-owners execute SPAs, the agent may only validly sell their respective ideal shares, not the entire property.

3. Corporate or Institutional Owners

If the property is owned by a corporation or partnership, additional documents are usually needed, such as:

Board Resolution authorizing:
- The sale of the specific property, and
- A particular officer to act as attorney-in-fact or sign the SPA.
Secretary’s Certificate attesting to the Board Resolution.

The SPA or authority should reflect:

Corporate name.
Authorized representative’s name and position.
Specific authority to sell the identified property.

4. Minors and Legally Incapacitated Persons

If the owner is a minor or judicially declared incapacitated:

A legal guardian or parent may represent the minor, but often court approval is required for the sale.
The SPA may then be executed by the guardian, but the authority to sell must be backed by the court’s permission (e.g., guardianship proceedings).

In such cases, the SPA should reference the court order granting authority to sell.

5. Mortgaged or Encumbered Property

If the property is mortgaged or otherwise encumbered:

The SPA may also need to authorize the agent to:
- Negotiate with the mortgagee (e.g., bank).
- Arrange for release of mortgage or assumption by the buyer.
The SPA should be drafted with care to avoid unauthorized assumption of obligations.

VI. Cross-Border and Practical Considerations

1. OFWs and Filipinos Abroad

For Filipinos living or working abroad:

Executing the SPA at the Philippine Embassy/Consulate simplifies use in the Philippines.
Alternatively, the principal can sign before a foreign notary and have the SPA apostilled/authenticated, subject to Philippine requirements.

Reminders:

Use clear identification details (passport number, foreign address).
Ensure original consularized/apostilled copy is sent to the Philippines.

2. Foreigners as Principals

Foreign nationals who own or are allowed certain interests in Philippine property and wish to authorize a sale must also execute a valid SPA:

Their SPAs must likewise be in writing and notarized, and if executed abroad, properly apostilled/consularized.
Their capacity to own/sell depends on Philippine restrictions on foreign ownership, which the buyer and agents should be aware of.

VII. Risks, Safeguards, and Common Mistakes

1. Risks if the SPA Is Defective

If the SPA:

Does not clearly authorize sale, or
Does not sufficiently identify the property, or
Is not in writing (where required), or
Has not been properly notarized/authenticated (for practical registration),

then:

The sale may be void or unenforceable against the principal.
The principal can refuse to honor the sale.
The buyer may have problems registering the title and may be forced into litigation.

2. Typical Drafting Mistakes

Common errors include:

Using a very generic SPA that only mentions “manage my properties” but does not expressly authorize sale.
Failure to include the TCT/CCT number, area, and detailed description of the property.
Not specifying a minimum price, leading to disputes when the property is sold too low.
Missing spousal consent when required.
Not anticipating the need to deal with BIR, LGUs, Registry of Deeds, developers, and banks, so the agent lacks authority to complete documentation.
Not properly notarizing or consularizing the SPA.

3. Safeguards for the Principal

To protect yourself as principal, you may:

Limit the SPA to one specific property and one transaction.
Specify a minimum price and whether or not discounts are allowed.
Include a fixed validity period or clearly state that it can be revoked at any time in writing.
Prohibit the agent from selling to himself/herself or to certain parties without separate written consent.
Require the agent to report and account for all payments received and actions taken.
Keep a copy of the SPA and a record of all buyers and offers.

4. Safeguards for the Buyer

A prudent buyer should:

Obtain and examine the original SPA.
Verify that:
- The agent’s authority is specific to the property.
- It clearly includes authority to sell, receive payment, and sign the deed of sale.
- It is properly notarized/consularized/apostilled.
Confirm with the principal (if possible):
- That they indeed executed the SPA.
- That it has not been revoked.
Check the title and encumbrances, and verify with the Registry of Deeds if any adverse claims or annotations exist, including annotation of the SPA or any revocation.

VIII. Revocation and Termination of a Special Power of Attorney

An SPA may end or lose effect due to:

Revocation by the principal
- The principal can revoke in writing and ideally should:
  - Notify the attorney-in-fact.
  - Inform likely third parties (e.g., prospective buyers, brokers, developers).
  - In some cases, have the revocation notarized and annotated at the Registry of Deeds if the SPA was annotated on the title.
Death of the principal
- Generally, the authority of an agent is extinguished upon the death of the principal, subject to special rules or exceptions.
Accomplishment of the purpose
- Once the sale is completed and all acts contemplated in the SPA have been done, the SPA may be deemed terminated.
Expiration of period (if stated)
- If the SPA specifies a fixed effectivity period, it automatically expires at the end of that period.

For everyone’s protection, after the SPA serves its purpose or is revoked, it’s good practice to formally document the revocation and inform concerned parties.

IX. Practical Drafting Tips

When preparing or reviewing an SPA for sale of real property in the Philippines:

Be specific about the property.
- Include title number, area, location, and, where possible, technical description.
Use clear, explicit authority to sell.
- Avoid vague terms like “manage” or “administer” if the intention is to sell.
Spell out powers needed for the entire process.
- Include authority to sign, receive payments, deal with BIR, LGU, Registry of Deeds, developers, banks, and associations.
Include safeguards and limits.
- Minimum price, payment terms, no self-dealing unless expressly allowed, and any conditions the principal cares about.
Follow proper execution and notarization procedures.
- Ensure personal appearance before the notary, correct acknowledgment, and valid IDs.
If executed abroad, comply with consular/apostille requirements.
Keep copies and track revocation.
- If you revoke or replace the SPA, do so in writing, and inform the agent and any relevant institutions.

X. Final Note

A Special Power of Attorney for selling real property in the Philippines must do more than simply say “I authorize X to sell my land.” It should:

Clearly identify the principal, attorney-in-fact, and property.
Expressly grant specific powers to sell and complete all related acts.
Be properly executed and notarized (and consularized/apostilled if executed abroad).
Reflect any limits, safeguards, and conditions the principal wants.

Because real estate transactions are high-value and can be legally complex, it’s wise to have any SPA for property sale drafted or reviewed by a Philippine lawyer or a competent legal professional before signing, especially in situations involving co-ownership, marital property, corporate ownership, or execution abroad.