1) The SPA in Philippine law: what it really is
A Special Power of Attorney (SPA) is a written authority by which a principal appoints an agent (attorney-in-fact) to do specific acts on the principal’s behalf. In Philippine civil law, an SPA is not a separate “type” of contract different from agency; it is agency made specific and (typically) written, especially where the law or the nature of the act requires special authority.
Under the Civil Code, agency is a relationship where a person binds themself to render some service or do something in representation or on behalf of another, with the other’s consent. The SPA is the instrument that proves and defines that consent and authority—especially for acts of strict dominion (acts that dispose of or significantly encumber property/rights).
Special vs. General authority (why “special” matters)
In practice:
- General Power of Attorney (GPA): broad authority, often centered on acts of administration (routine management).
- Special Power of Attorney (SPA): authority for identified, particular acts, commonly acts of strict dominion (sale, mortgage, donation, compromise, etc.).
Legally, what matters is not the label but the scope and specificity—and whether the authority required by law is in writing and special.
2) When Philippine law expects “special authority” (Civil Code anchors)
The Civil Code requires special authority for certain acts. The most-cited provision is Article 1878, which lists transactions that require a special power of attorney (i.e., explicit authority), including—among others—authority:
- to make payments not usually considered acts of administration;
- to effect novations;
- to compromise, submit to arbitration, renounce right to appeal, waive venue objections, abandon prescription already acquired;
- to waive obligations gratuitously;
- to enter into contracts that transmit or acquire ownership of immovables (real property), whether gratuitous or onerous;
- to make gifts (with narrow exceptions);
- to loan or borrow money (with an exception when urgent/indispensable to preserve property under administration);
- to lease real property to another for more than one year;
- to bind the principal to render service without compensation;
- to bind the principal in a contract of partnership;
- to obligate the principal as guarantor or surety;
- to create or convey real rights over immovable property;
- to accept or repudiate an inheritance;
- to ratify/recognize obligations contracted before the agency was constituted; and
- generally, to perform any other act of strict dominion.
A related key rule is Article 1874: when an agent sells real property or an interest therein, the agent’s authority must be in writing, otherwise the sale is void.
Practical takeaway: If the act involves disposing of property, encumbering property, compromising rights, or other high-impact acts, Philippine practice treats an SPA as the correct—and often required—instrument.
3) “Multiple principals” and “multiple agents”: what it means and why it changes drafting
A. Multiple principals
A multi-principal SPA is one document where two or more principals appoint an agent (or agents). Common scenarios in the Philippines:
- Co-owners (siblings/heirs) of real property authorizing one person to sell or manage a property.
- Spouses authorizing an agent to transact on their behalf (often involving community/conjugal property).
- Heirs authorizing one heir or a trusted representative to process titles, taxes, bank claims, or estate-related transactions.
Legal effect: Each principal is granting authority as to their own rights and interests, unless the principals are acting as a single juridical entity (rare for individuals), or the instrument explicitly states a unified obligation.
B. Multiple agents
A multi-agent SPA is one document where the principal(s) appoint two or more agents. This is often used to provide:
- backup if one agent is unavailable,
- internal checks (two signatures required),
- division of tasks (one handles bank, another handles registry).
Legal effect depends heavily on wording: Whether agents must act jointly (together) or severally (any one can act) is a drafting issue with major real-world consequences.
C. Multiple principals and multiple agents
This is the most complex form: several principals appoint several agents. This can be excellent for flexibility, but it must be drafted with precision to avoid:
- uncertainty on who may sign,
- disputes among principals,
- rejection by banks, registries, or counterparties,
- unintended overreach by an agent.
4) Core Philippine drafting issues unique to multi-principal / multi-agent SPAs
4.1 Authority must be “special” per principal
If there are multiple principals, the SPA should make clear that:
- each principal is granting the authority,
- the authority covers the principal’s share/interest (especially for co-owned property),
- and, if selling/encumbering a property, the authority is explicit enough to meet Article 1874/1878 standards.
For co-owned property, clarity is crucial:
- A co-owner may generally dispose of their ideal share, but not the entire property without authority/consent of the other co-owners.
- If the intention is to sell the entire property, the SPA must show all co-owners granting authority to sell the whole and sign the deed for all.
4.2 Joint vs several authority for multiple agents (the “signature problem”)
Institutions in the Philippines frequently reject SPAs when it’s unclear whether:
- either agent may act alone, or
- both agents must act together.
A well-drafted SPA states one of the following (or a tailored variant):
- Several authority: “Any one of my attorneys-in-fact may act independently and sign documents for me/us…”
- Joint authority: “My attorneys-in-fact must act jointly, and the signatures of both are required…”
- Hybrid: “Either may transact alone for banking matters up to ₱___; for sale/encumbrance of real property, both must sign…”
Without clarity, the safer institutional assumption is often that both must sign, which can defeat the purpose of appointing multiple agents.
4.3 Allocation of proceeds and responsibilities in multi-principal sales
When multiple principals authorize a sale (especially of real property), disputes often arise later over:
- where sale proceeds should be paid,
- who receives what share,
- who pays taxes and expenses,
- whether an agent can receive funds directly.
A strong Philippine-style SPA often includes:
- designated payee instructions (e.g., proceeds deposited into a specified account per principal),
- pro-rata distribution rules (by ownership share),
- authority for the agent to pay capital gains tax/withholding tax, documentary requirements, registration fees, brokers’ commissions (if any), etc.—but only if principals want that.
4.4 Conflicts of interest: one agent owing duties to several principals
If one agent represents multiple principals, fiduciary duties run to each principal. Practical conflict examples:
- One principal wants to sell; another wants to hold.
- Principals disagree on minimum price.
- One principal directs the agent to release funds early.
To manage this, SPAs often add:
- minimum price / pricing formula,
- requirement for written consent of all principals for price changes,
- a dispute mechanism (e.g., unanimity requirement for key decisions).
4.5 Substitution and delegation (can your agent appoint another?)
Under Philippine agency principles, an agent generally may not appoint a substitute unless authorized, and even when substitution is allowed, liability rules can shift depending on how substitution was permitted.
If you want flexibility, the SPA should state:
- whether substitution is allowed,
- to whom (named substitutes vs. general),
- and whether principals must approve substitution in writing.
4.6 Term and “freshness” expectations
Legally, an SPA can be valid even without an expiry date (subject to revocation/termination rules). Practically, many Philippine counterparties (banks, registries, government offices) impose “freshness” policies (e.g., wanting an SPA executed within the last ___ months) even if not strictly required by the Civil Code.
A common drafting approach:
- specify a term (e.g., valid until a date or until completion of a transaction),
- specify that it remains valid until revoked in writing (if that’s intended),
- and, if transactions are staged, specify authority survives until completion of listed steps.
5) Formalities in the Philippine context: writing, notarization, and public documents
5.1 Writing requirement vs notarization (don’t confuse them)
Writing is legally crucial for certain acts (notably sale of real property under Article 1874; special authority for Article 1878 acts).
Notarization is often not strictly required by the Civil Code for the authority itself, but it is practically essential because:
- many institutions require it,
- notarized documents become public documents, generally enjoying presumptions of regularity and due execution,
- registries and government offices often demand notarized SPAs.
5.2 Notarization essentials (Philippine practice)
A Philippine notary public typically requires:
- personal appearance of signatories,
- competent evidence of identity,
- proper acknowledgment/jurat procedures,
- and entry in the notarial register.
For multiple principals, each principal must properly execute and acknowledge the SPA.
5.3 SPAs executed abroad (overseas principals)
When principals are outside the Philippines, common acceptable routes in practice include:
- notarization by a foreign notary public plus authentication via apostille (where applicable), or
- notarization/acknowledgment at a Philippine Embassy/Consulate (consular notarization).
The acceptability can depend on the receiving office’s rules; for real property and registry transactions, the safest course is to match what the Register of Deeds/BIR/bank involved accepts in practice.
6) Capacity and consent issues that matter more with multiple principals
6.1 Principal capacity
A principal generally must have capacity to do the act being authorized (e.g., to sell property, to compromise claims). If one of several principals lacks capacity or authority (e.g., due to minority, guardianship issues, or lack of ownership), the SPA cannot cure that defect.
6.2 Spouses and property regimes (Philippine Family Code context)
When the subject involves community or conjugal property, Philippine law generally requires spousal consent for disposition/encumbrance. In SPA terms:
- often both spouses should be principals, or
- the non-signing spouse must clearly authorize the act, depending on the property regime and transaction type.
Banks and registries routinely scrutinize this.
6.3 Co-ownership and unanimity for disposition of the whole
For co-owned property, selling the entire property typically requires authority traceable to all co-owners (or legal mechanisms like partition or judicial authority). Multi-principal SPAs are commonly used to consolidate that consent.
7) How multiple principals and agents affect liability and binding effect
7.1 Binding the principal(s): authority and scope control everything
An agent who acts within authority generally binds the principal. If the agent acts beyond authority:
- the principal may not be bound unless the act is ratified,
- the agent can incur personal liability,
- third-party good faith issues may arise depending on the circumstances.
With multiple principals, an agent might have authority from some principals but not others. A deed signed “for all” can become problematic if authority is incomplete.
7.2 Joint vs solidary obligations: don’t assume solidarity
In Philippine civil law, obligations among multiple parties are generally joint, unless solidarity is expressly stated or the law provides it. In multi-principal contexts:
- if principals want to be bound solidarily for certain obligations (rare and risky), it must be explicit.
- in most cases, each principal’s obligation tracks their share/undertaking.
7.3 Co-agents: responsibility to principals and coordination risks
Multiple agents create coordination problems:
- If the SPA requires joint action and only one agent signs, the act may be treated as unauthorized.
- If the SPA allows several action, either agent can bind the principal(s) within the stated scope, which increases convenience but also risk.
Where funds are involved, principals often add:
- dual-signature requirement,
- caps on authority per agent,
- accounting and reporting obligations.
8) Termination, revocation, and survival issues (especially complex with multiple principals/agents)
8.1 How agency ends (general principles)
Agency can end through:
- revocation by the principal,
- withdrawal by the agent,
- death, civil interdiction, insanity/insolvency (depending on circumstances),
- accomplishment of the purpose or expiration of term.
8.2 Revocation by one of multiple principals
In a multi-principal SPA, a revocation by one principal generally affects:
- that principal’s grant of authority,
- not necessarily the authority granted by other principals.
This creates practical issues: the agent may still act for remaining principals, but any act purporting to bind the revoking principal becomes unauthorized.
Because third parties may not know of revocation, Philippine practice emphasizes:
- giving written notice to the agent and relevant third parties (banks, brokers, counterparties),
- retrieving or canceling original copies when possible.
8.3 Death/incapacity of one principal
If one of multiple principals dies, authority generally ends as to that principal, with important good-faith protections in certain situations (e.g., acts done by the agent without knowledge of death may have limited validity toward third persons acting in good faith, under Civil Code principles). For multi-principal sales, this can derail closing and require estate proceedings for the deceased principal’s share.
8.4 Death/incapacity of one agent
If multiple agents are appointed:
- and they must act jointly, the inability of one agent may halt transactions unless the SPA provides a fallback,
- if they may act severally, the remaining agent can continue (within scope).
Drafting should anticipate this explicitly.
8.5 Agency coupled with an interest
There are situations where an agency is “coupled with an interest,” affecting revocability. This is technical and fact-dependent; its application is often litigated and should not be assumed merely because money or convenience is involved. Most SPAs used for routine transactions are freely revocable.
9) What a Philippine multi-principal/multi-agent SPA should contain (a practical checklist)
9.1 Identification and capacity
- Full names, citizenship, civil status, addresses
- Government IDs (with numbers and issuance details, consistent with notarial requirements)
- For principals: clear statement they are owners/authorized parties for the subject matter
9.2 Clear appointment clause
- Identify the agent(s) precisely
- State whether agents act jointly, severally, or hybrid
- Consider adding specimen signatures
9.3 Specific powers (tailored to the transaction)
For real property sale, commonly:
- negotiate and agree on price (optionally with minimum price)
- sign Contract to Sell/Deed of Absolute Sale and related instruments
- receive/downpayment/full payment (or specify that the agent may not receive funds)
- sign tax declarations, BIR forms, pay taxes/fees
- process transfer at Registry of Deeds/Assessor’s Office
- sign affidavits (loss, non-tenancy, etc.) if required
- appoint brokers (if allowed)
For banking:
- withdraw/deposit, open/close accounts (banks often require exact wording)
- receive statements, sign forms, update records
For litigation/claims:
- file/withdraw claims, receive notices, but note court representation rules (appearance in court is generally by counsel, with limited exceptions in specific proceedings)
9.4 Limits and safeguards
- Minimum price / no-sale-below clause
- Requirement of unanimous written approval by all principals for key actions
- Expense authority and reimbursement rules
- Proceeds distribution instructions
- No self-dealing clause (agent cannot buy property themself unless explicitly permitted)
9.5 Substitution clause (if desired)
- whether allowed, conditions, and liability rules as agreed
9.6 Term and revocation mechanics
- validity period or completion-based validity
- revocation method (written notice, effective upon receipt, etc.)
- notice addresses for principals/agents
9.7 Notarial execution details
- acknowledgment format
- competent evidence of identity references
- for multiple signatories: ensure each signed and acknowledged properly
10) Common reasons Philippine offices reject SPAs (and how multi-party SPAs trigger them)
- Authority too general (especially for real property, inheritance, compromise, borrowing).
- No clear joint/several instruction for multiple agents.
- Mismatch in names/IDs versus titles, tax declarations, bank records.
- SPA not properly notarized or missing notarial requirements.
- Foreign-executed SPA not properly authenticated for local acceptance.
- Property regime issues (spousal consent missing).
- Co-ownership gaps (not all owners are principals).
- Agent receiving funds without clear authority or unclear disbursement instructions.
- Outdated or “stale” SPA per institutional policy.
- Ambiguity on what happens if one principal revokes or dies during a pending transaction.
11) Practical drafting patterns (multi-principal/multi-agent)
Pattern A: Multiple principals → one agent (co-owners selling one property)
Best when principals are aligned and want simplicity. Add:
- minimum price,
- proceeds distribution,
- clear authority to sign for all,
- authority to process taxes/registry steps.
Pattern B: One principal → multiple agents (redundancy)
Best when the principal wants continuity. Must specify:
- “either may act alone” (if that’s intended),
- or “both must sign” (for control).
Pattern C: Multiple principals → multiple agents (flexible but risky)
Best when principals want both redundancy and internal controls. Use a hybrid structure:
- either agent may do admin steps,
- both agents must sign dispositive documents,
- sale price changes require all principals’ written consent,
- proceeds must go directly to principals or escrow arrangement.
12) Bottom line
In the Philippine setting, a Special Power of Attorney with multiple principals and/or multiple agents can be highly effective—but only if it is drafted with disciplined specificity. The Civil Code’s framework on agency, the requirement of written authority for real property dispositions, and the enumerated “special authority” acts mean that multi-party SPAs must clearly answer, in the document itself:
- Who is granting authority (each principal’s capacity and interest),
- Who may act (which agent, under what signing rules),
- What acts are authorized (especially strict dominion acts),
- How money and documents move (proceeds, taxes, registrations),
- When authority begins and ends (term, revocation, contingencies).