Who Must Be Named in a Special Power of Attorney (SPA) in the Philippines
A comprehensive guide for lawyers, contract drafters, and everyday transactors
1. The Context: Why Names Matter
A Special Power of Attorney is, at its core, a delegation of a specific legal act—sale of land, opening a bank account, or representing someone in court. Article 1878 of the Civil Code lists thirty-plus acts that cannot be done through a mere “general” mandate; they require a “special” authority in writing. Because the act will bind the grantor exactly as if he or she performed it personally, the identity of every natural or juridical person who plays a legal role must be crystal-clear. In practice, an SPA that omits a legally necessary party is defective, unenforceable, or rejected outright by the Registry of Deeds, courts, banks or government offices.
2. Mandatory Parties and How to Describe Them
| Role | Why they must appear | Minimum identifying details (best practice) |
|---|---|---|
| Principal / Grantor | The true owner of the right being delegated. Without being named, there is no valid consent. | Full legal name (as in birth certificate or passport), marital status¹, nationality, residence address, government-issued ID number; for a juridical person, full corporate name, SEC/CDA registration, office address, and signatory’s name & position. |
| Attorney-in-Fact (AIF) | The person actually empowered. The SPA is void if the agent is “unascertainable.” | Same data set as the principal. If there are joint AIFs, state whether they may act “jointly,” “jointly and severally,” or “individually.” |
| Substitute or Successor AIF (optional but powerful) | Civil Code Art. 1892 lets the AIF delegate if expressly authorized; naming a substitute avoids later amendments when the first AIF is unavailable. | Same data set. Include the trigger (“…should my first AIF decline, die, or be incapacitated…”). |
| Spouse of the Principal (when the subject is conjugal/community property) | Art. 124 of the Family Code requires the written conformity of both spouses for the sale/encumbrance of community property. The simplest way is to make the spouse a co-principal or a signatory giving consent in the same instrument. | Full name, marital status, and a short consent paragraph (“I, NAME, hereby give my marital consent…”). |
| Co-Owners / Co-Principals | A co-owner cannot dispose of the ideal shares of another without authority. All owners must either sign the SPA as co-principals or issue separate SPAs. | Full names plus statement of undivided shares (if determinable). |
| Guardian, Executor, or Corporate Signatory (capacity signers) | When the principal is a minor, incompetent, estate, or corporation, the law requires a legal representative to act. That representative’s own authority (court order, board resolution) must be referenced. | “ABC Corporation, a Philippine company … herein represented by JUAN DELA CRUZ, Corporate Secretary, duly authorized by Board Resolution No.___ dated ___.” |
| Witnesses (at least two) | Not a statutory element of agency—but Rule II § 2(a) of the 2004 Rules on Notarial Practice requires the notary to confirm identity either through ID or through two credible witnesses. Many notaries want both witnesses named in the body or acknowledgment. | Names and signature lines; better if the witnesses’ IDs are listed under the acknowledgment to satisfy the notary’s journal requirements. |
| Notary Public | Technically not a “named party,” but the SPA is not a public document without notarization (Civil Code Art. 1358). The jurat/acknowledgment block must carry the notary’s name, commission number, and PTR/IBP numbers under Rule VIII. | Standard notarial form. Absence or expiration of the notary’s commission voids public-document status. |
¹ Marital status still appears on Philippine deeds and SPAs because of conjugal-property rules and land-registration circulars.
3. Situations Requiring Additional Names
Conditional or Limited Delegations
- If the SPA is “limited to selling my land to Pedro Reyes*,” name Pedro; it prevents unauthorized substitution of a buyer.
Special Government Forms
- BIR “SPA for Tax Matters” identifies the Revenue District Office and sometimes the case number.
Multi-Tier Banking Transactions
- Banks often require the end-beneficial owner to be identified under AMLA regulations.
Sale of Real Property Owned by a Corporation
- The SEC now flags “control-persons”: directors owning ≥10 %. Naming them averts red flags.
Extrajudicial Settlement and Estate Transactions
- All heirs and their respective attorneys must be enumerated, or the Register of Deeds will refuse the transfer.
4. Key Drafting Tips
Use the name that appears on the public registry relevant to the transaction:
- Land title-holder’s name from the TCT/CCT, not the nickname on the driver’s license.
- Corporate name exactly as in the SEC Certificate of Incorporation.
Attach a Board Resolution or Secretary’s Certificate when the principal is a corporation, and cite it in the SPA (“as evidenced by Board Resolution No.…”).
Avoid “and/or” between multiple AIFs; state precise signing authority to prevent ambiguity.
Include a “non-revocation” or “continuing validity” clause if the SPA will be used after the principal departs abroad, keeping it effective despite temporary incapacity.
Register the SPA with the Registry of Deeds if it appoints an AIF to sell or mortgage real property. The memorandum of SPA must name all parties to be annotated on the title (PD 1529 § 53).
5. Common Pitfalls & How to Avoid Them
| Pitfall | Result | Fix |
|---|---|---|
| Leaving out the spouse’s marital consent for conjugal land | Deed rejected; sale voidable | Name the spouse as co-principal or have a separate SPA + consent. |
| Using an incorrect middle initial | Registry of Deeds refuses annotation | Copy the name from the title or ID verbatim; attach PSA birth certificate if necessary. |
| AIF named only by nickname (“Bobby”) | Bank/legal office rejects SPA | Use legal name plus nickname in parentheses (“ROBERT ‘Bobby’ CRUZ”). |
| Corporations naming an AIF but omitting board resolution | SPA unenforceable; ultra vires act | Quote or attach resolution and identify signatory. |
| Foreign principal signs SPA abroad without Philippine consular authentication | Document inadmissible in PH | Name the foreign notary, then have the SPA apostilled (or consularized) and annotate that apostille in the instrument. |
6. Boilerplate Identification Clause (Sample)
“I, MARIA LOURDES SANTOS, Filipino, of legal age, married to JUAN P. SANTOS, both residents of 12 Mabini St., Quezon City, do hereby appoint ATTY. CRISTINA R. LIM, Filipino, of legal age, single, with residence at 33 Perea St., Makati City, as my true and lawful Attorney-in-Fact, with full power to… Provided, that in the event of her death, incapacity or refusal to act, I hereby designate ATTY. DANILO Q. TAN as substitute Attorney-in-Fact…”
Note how:
- Every person’s full name, civil status, nationality, and address appears;
- The spouse is noted right after the principal to satisfy conjugal-consent rules;
- The substitute’s name is expressly written, fulfilling Civil Code Art. 1892.
7. Quick Checklist Before Notarization
- Full legal names (spelled exactly as in IDs or titles)
- Civil status & nationality of natural persons
- Corporate name & SEC details of juridical principals
- Clear drafting on joint/several authority if multiple AIFs
- Reference to board resolution, guardianship order, or court approval when required
- Spouse’s consent where law demands it
- Two witnesses identified (if not using credible-witness rule)
- Notarial acknowledgment block complete and within notary’s commission term
- Attachments: IDs, titles, board resolutions, apostille/consular authentication if executed abroad
Conclusion
In the Philippines, an SPA is only as good as the precision with which you name and describe the people involved. The absolute minimum is the principal and the attorney-in-fact, but family-property rules, corporate formalities, and notarial practice often push the roster wider—to spouses, co-owners, successors, and even the notary’s witnesses. Failing to name a required party is not a mere clerical lapse; it strikes at the heart of the document’s validity. Follow the statutory cues above, mirror the information on public registries, and your SPA will pass the scrutiny of banks, courts, and registries alike.