By Atty. Bryan Alvin Rommel Y. Villarosa, Villarosa Law Office (LexRex Ph). Licensed Philippine lawyer, notary public, and PRC-accredited real estate salesperson.
If you own or co-own property in the Philippines but cannot personally attend to a transaction here, such as signing a Deed of Absolute Sale, you can execute a Special Power of Attorney (SPA). An SPA lets another person, called the attorney-in-fact or agent, act for you within the authority you grant. When you are the seller and the agent is a broker or salesperson, the same idea appears under a different name: an Authority to Sell.
But an SPA is not a blank check.
In practice, most SPA problems I see are not caused by bad faith. They are caused by documents that were too short, too vague, or too generic. The result is wasted money, delayed transfers, and sometimes litigation that lasts years. Here are five things to settle before you sign.
1. Be clear about the acts you are authorizing
Start with the real question: what exactly do you want your agent to do?
Philippine law draws a hard line between acts of administration and acts of strict dominion (ownership).
Acts of administration cover management, preservation, and ordinary operation of the property:
- collecting rent
- paying amilyar (real property tax) and utilities such as water, electricity, and internet
- maintaining the property, including garden upkeep, repainting, and ordinary or necessary repairs
- signing documents needed for day-to-day management
For these, a General Power of Attorney (GPA) to administer is usually enough.
Acts of strict dominion are different. Selling land, mortgaging it, constituting a real right over it, leasing it for more than one year, or waiving an obligation all touch ownership itself. Under Article 1878 of the Civil Code, these require a special power of attorney. A GPA to administer does not carry the power to sell, encumber, or dispose.
The Supreme Court applies this strictly. In Yoshizaki v. Joy Training Center of Aurora, Inc. (G.R. No. 174978, 31 July 2013), the Court held that authority to sell real property must appear in clear and unmistakable language, and that such authority will not be casually inferred where the document leaves reasonable doubt.
The practical consequence catches many owners off guard:
- Authority to sell does not automatically include authority to mortgage.
- Authority to mortgage does not automatically include authority to sell.
- Authority to sell does not automatically include authority to process the transfer with the BIR and the Registry of Deeds.
So do not write only “to manage, administer, and transact with respect to my property.” Say instead that the agent is authorized “to sell, convey, and execute the Deed of Absolute Sale covering my property identified as …” and then identify the property with precision: title number, location, area, price floor, and conditions.
Specificity extends to the technical description. Reading a geodetic engineer’s survey correctly matters, especially where a mother lot has been subdivided. Naming the property imprecisely is one of the easiest ways to have an SPA or a deed attacked later. This is where a lawyer, a geodetic engineer, and an experienced realtor genuinely earn their keep.
The governing rule to remember: an agent may exercise only the authority expressly granted, plus powers necessarily incidental to it.
When I review SPAs for clients abroad, I check for completeness and forward-looking coverage. A single well-drafted SPA can save hundreds of thousands of pesos. An incomplete one may become unusable if the principal later dies or loses capacity, which then pushes the family into extrajudicial settlement, estate taxes, and delay.
2. An SPA to sell land must be written and specific
Article 1874 of the Civil Code is blunt: when a sale of land is made through an agent, the agent’s authority must be in writing, otherwise the sale is void. Article 1878 adds the requirement of a special power for contracts transferring ownership of immovable property.
So a general line such as “to transact and sign documents involving my properties” is very likely insufficient for a sale of land.
A few points that regularly cause trouble:
Identity of the principal. Is the person granting the SPA the same person named in the title? Does the civil status in the title (single, married) match the SPA? Mismatches are not cosmetic. They create encumbrance-level problems at the Registry of Deeds and can invite annulment suits later.
Co-ownership. One co-owner cannot authorize an agent to sell the shares of the other co-owners. A co-owner may only deal with his or her own undivided share.
Take a simple example. Heir 1 gives Heir 2 an SPA authorizing Heir 2 to sell Heir 1’s share in the estate. Heir 2 may then sell Heir 1’s share (if the SPA expressly says so) and Heir 2’s own share, because Heir 2 owns that personally. But Heir 2 cannot use that SPA to sell the shares of Heirs 3 and 4, who gave no authority at all.
What a buyer of a co-owned property actually gets. Before partition, a buyer does not acquire a specific physical portion. The buyer steps into the seller’s position as a co-owner of an undivided interest, subject to eventual partition.
Legal redemption. If an heir sells hereditary rights to a stranger before partition, the other co-owners may exercise the right of legal redemption. This requires written notice to the non-selling co-owners, reimbursement of the price, and compliance with the statutory period.
When the property is inherited or co-owned, the SPA must state exactly whose share is being sold.
And note: if you are giving a broker or marketing agent an Authority to Sell, that is functionally a form of agency authority too. It deserves the same care.
3. The agent cannot exceed the authority in the SPA
An agent acts only within the four corners of the grant.
- Authority to sell Property A does not permit the sale of Property B.
- Authority to sell the principal’s undivided share does not permit the sale of other co-owners’ shares. The fix is either a separate SPA from those co-owners, or having them sign the deed themselves.
- If the SPA imposes conditions such as a minimum price, a named buyer, or a limited transaction, the agent must observe them.
This is where most of my consultations reveal the same gap: the principal forgot to build in safeguards. Many of the cases in our jurisprudence exist precisely because an agent went beyond the mandate.
One safeguard I recommend routinely: do not make the SPA perpetual. Put in a term, whether two, three, or five years. Open-ended authority tends to be forgotten by the principal and the family, and people are then unpleasantly surprised to learn that the attorney-in-fact disposed of property without their current knowledge.
The consequences are set by law. Under Article 1910, the principal is bound by obligations the agent contracts within the scope of authority. Where the agent exceeds that authority, the principal is generally not bound, although the principal may ratify.
Article 1911 adds an important qualification. Even where the agent exceeded authority, the principal may be solidarily liable if the principal allowed the agent to act as though he had full powers. This is agency by estoppel, or apparent authority. It is why principals must be careful about the documents, representations, and conduct they let an agent carry into a transaction.
The buyer has duties too. A buyer dealing with an agent should not rely on the title alone or on the agent’s assurances. The buyer should verify both the existence and the extent of the agent’s authority:
- Is the SPA in writing?
- Does it expressly authorize a sale?
- Is the property correctly identified?
- Is the principal the registered owner or a co-owner?
- Are other heirs or co-owners affected?
- Has the SPA been revoked?
In Aggabao v. Parulan, Jr. (G.R. No. 165803, 1 September 2010), buyers who paid in full were still held not to be purchasers in good faith because they did not exercise the prudence required to inquire into the seller’s authority. A facially valid SPA is not always enough. If the surrounding circumstances should have prompted further inquiry, good faith can be lost.
4. Know when revocation works, and give notice
As a rule, the principal may revoke an agency at any time. Under Article 1920, revocation may be express or implied, and the principal may compel the agent to return the document evidencing the agency.
But revocation is not purely a matter between principal and agent. It affects third persons.
Article 1921: where the agent was appointed to transact with specified persons, revocation does not prejudice those persons until they are notified. So if you revoke, you must notify the people you know (or should know) your agent has been dealing with.
Article 1922: where the agent had general powers, third persons who acted in good faith without knowledge of the revocation are protected, and publication of the revocation in a newspaper of general circulation is recognized as sufficient warning.
Picture the common scenario. You revoke your agent’s SPA privately. You do not tell the buyer. The agent still presents the SPA. The buyer, with no notice and acting in good faith, proceeds. The buyer can plausibly invoke apparent authority. But if the buyer was informed, or the circumstances clearly demanded further inquiry, that good faith claim collapses.
The same logic applies where the agency ends by operation of law. Article 1919 lists death, civil interdiction, insanity, insolvency, and similar events as causes of extinguishment. Article 1931 protects acts done by the agent without knowledge of the extinguishing event, where the third person acted in good faith. In Rallos v. Felix Go Chan & Sons Realty Corporation (G.R. No. L-24332, 31 January 1978), the Supreme Court construed that exception strictly. If the agent already knew the agency had ended, Article 1931 will not ordinarily shield the transaction.
Practical steps when revoking an SPA
- Prepare a written revocation.
- Deliver it to the agent.
- Notify known buyers, creditors, brokers, banks, tenants, and anyone else you know or should know has dealt with the agent.
- Retrieve the original SPA and its copies where possible.
- For registered land, consider recording the revocation with the Registry of Deeds by way of annotation, notice of encumbrance, or an adverse claim where appropriate.
- For a general agency, consider publication in a newspaper of general circulation.
One caveat: not every agency is freely revocable. Where the agency is coupled with a bilateral contract that depends on it, or is the means of fulfilling an existing obligation, revocation may not be available. Check this before you revoke.
5. Observe the formalities: notarization, consularization, apostille
The fifth point is execution and authentication.
First, an important correction to a common assumption: notarization does not expand authority. A properly notarized SPA that does not expressly authorize the sale of land is still insufficient to support a sale of land. Substance controls over label. Calling a document a “Special Power of Attorney” does not make it special if the operative language fails to grant the required power.
That said, the formality still matters enormously, because it governs admissibility and acceptance by the BIR, the Registry of Deeds, banks, and other offices.
If executed in the Philippines: notarize before a notary public. The principal must personally appear, present competent evidence of identity, and sign or acknowledge the document under the 2004 Rules on Notarial Practice.
If the principal is abroad, there are two routes:
- Philippine Embassy or Consulate. Available wherever the Philippines maintains a post. The principal books an appointment and executes the SPA before the consular officer.
- Apostille. Available only in countries party to the Apostille Convention. The document is notarized locally, then apostillized by the designated competent authority. Before advising a client, I always verify whether the country of execution is a party. I have also handled the coordination myself, booking the foreign notary appointment and arranging the apostille, so the client does not have to navigate it alone.
So the right questions are not simply “Is it notarized?” They are:
- Where was it signed?
- Who notarized it, and were they authorized to act?
- Is the notarial ceremony complete, with proper seal and stamp?
- Does it need consularization or an apostille?
- Is the property properly identified?
- Does the SPA expressly authorize the intended act?
- Are translations or registration requirements involved?
- Does the Registry of Deeds, bank, BIR, or other office require a particular format?
That last one deserves emphasis. Banks, the civil registrar, and some agencies have their own preferred formats. It is often more practical to ask them in advance than to send a generic SPA abroad, pay for consularization, and then discover the office will not accept it.
Where the SPA will be used to sell land, spell out the authority. For example: to negotiate and sell, for a price not lower than a stated amount, the principal’s undivided fractional share in the property covered by TCT No. _____ located at _____; to execute and sign the Deed of Absolute Sale; to receive the purchase price; to pay applicable taxes and expenses; and to deliver and register the documents necessary to complete the transfer.
The larger the transaction, the less advisable it is to rely on vague wording. I generally advise against downloading a free SPA template online. Every SPA is its own situation: the parties, the property, the authentication requirements, the agent, and the conditions all differ.
Finally, keep your records: the original SPA, proof of identity, notices, receipts, and communications. These later establish who authorized the transaction, what authority was granted, whether the SPA was still effective, whether it was revoked, whether the buyer had notice, and whether the agent stayed within scope.
Before you sign, confirm five things
- What acts are being authorized?
- Is the authority written and specific?
- Is the agent acting within the limits of the SPA?
- Has the authority been revoked or otherwise extinguished?
- Have the execution and authentication requirements been satisfied?
If the transaction involves land, inheritance, co-ownership, or a substantial sum, have both the SPA and the proposed deed reviewed before signing. A few additional minutes of review can prevent years of litigation.
Frequently Asked Questions (FAQs)
What is the difference between a General Power of Attorney and a Special Power of Attorney?
A GPA grants broad authority over acts of administration: managing, preserving, and operating property. An SPA grants specific authority over defined acts, including acts of strict dominion such as selling or mortgaging. Under Article 1878 of the Civil Code, selling or encumbering real property requires a special power. A GPA alone will not do it.
Can I use one SPA for all my properties?
You can cover multiple properties in one SPA, but each must be specifically identified by title number, location, and technical description. A sweeping reference to “all my properties in the Philippines” invites rejection by the Registry of Deeds and challenges to the resulting deed.
Does notarization make my SPA valid for selling land?
Not by itself. Notarization is a formality affecting admissibility and acceptance by government offices. If the text does not expressly authorize the sale, notarizing it will not create that authority.
I am abroad. Do I need to fly home to sign an SPA?
No. You can execute it before the Philippine Embassy or Consulate in your country, or, if your country is party to the Apostille Convention, before a local notary followed by apostille certification. Verify your country’s status before choosing a route.
How long is an SPA valid?
Unless a term is stated or the law provides otherwise, an SPA can remain effective until revoked or extinguished. That is precisely why I recommend building in an expiry date. Perpetual authority is easily forgotten.
What extinguishes an agency besides revocation?
Article 1919 lists the causes, including the death, civil interdiction, insanity, or insolvency of the principal or the agent, accomplishment of the object, and expiry of the period.
My attorney-in-fact sold my property beyond what I authorized. Am I bound?
Generally no, under Article 1910, unless you ratify the act. But Article 1911 can make you solidarily liable if you allowed the agent to appear to third persons as though he had full powers. The analysis is fact-specific, so consult a lawyer promptly.
How do I properly revoke an SPA?
Execute a written revocation, deliver it to the agent, notify known third parties who have dealt with him, retrieve the original and copies, annotate the revocation on the title with the Registry of Deeds for registered land, and publish notice where a general agency is involved.
I am buying from someone holding an SPA. What should I check?
Verify that the SPA is in writing, that it expressly authorizes a sale, that the property matches the title, that the principal is the registered owner, that the notarization or apostille is complete, that no co-owners are excluded, and that the SPA has not been revoked. Reliance on a clean title alone is not enough.
Can one heir sell the entire inherited property using an SPA from a sibling?
No. That heir can sell only his own share plus the share of the sibling who gave the SPA. The shares of heirs who gave no authority cannot be conveyed. Where the estate is unsettled, an extrajudicial settlement is usually the proper first step.
Is an Authority to Sell given to a broker the same as an SPA?
It is a form of agency authority and should be drafted with comparable care: scope, price floor, exclusivity, commission, and term. Whether it suffices to sign a deed on your behalf depends on its language and on Article 1874.
Can multiple heirs execute a single SPA?
Yes, multiple heirs can execute a single Special Power of Attorney (SPA). Co-heirs sharing a common interest in an estate or transaction may jointly appoint a single attorney-in-fact in one instrument. Signatures: All co-heirs acting as principals must sign the document; Specific Authority: The SPA must explicitly state the specific acts authorized (e.g., selling real property, extrajudicial settlement, or pre-trial representation); Notarization: It must conclude with an Acknowledgment where the notary public certifies the personal appearance and valid IDs of the executing heirs.
This article is for general information and does not create a lawyer-client relationship. For advice on a specific transaction, consult counsel.
Atty. Bryan Alvin Rommel Y. Villarosa
Villarosa Law Office, 2F Capitol Subdivision, Inc. Building, 16th and Lacson Streets, Bacolod City
