SPA or Authorization Letter? Article 1878 and What Each Can Do

In short

The rule: Acts of administration can be delegated informally. Acts of ownership need a special power naming the act.
The list: Article 1878 of the Civil Code enumerates the acts requiring a special power.
The trap: Article 1874 — a sale of land through an agent whose authority is not in writing is void.
Revocation: You may revoke at any time, but third parties who were never notified may still be protected.

One idea explains the whole area: administration versus dominion

Philippine agency law draws a line between acts of administration — keeping something running, preserving it, collecting from it — and acts of strict dominion, which change who owns what. The law is relaxed about the first and strict about the second, because the second is where people lose their property to a representative who exceeded what they were actually allowed to do.

Everything else follows from that. An authorization letter is fine for administration-adjacent errands. A special power of attorney, notarised and naming the act, is required for dominion. A general power of attorney sits in the middle: it covers administration broadly but cannot reach dominion at all.

Article 1878 — the acts that need a special power

To make such payments as are not usually considered acts of administration.
To effect novations that put an end to obligations already in existence at the time the agency was constituted.
To compromise, to submit questions to arbitration, to renounce the right to appeal from a judgment, to waive objections to the venue of an action, or to abandon a prescription already acquired.
To waive any obligation gratuitously.
To enter into any contract by which the ownership of an immovable is transmitted or acquired either gratuitously or for a valuable consideration.
To make gifts, except customary ones for charity or those made to employees in the business managed by the agent.
To loan or borrow money, unless the latter act be urgent and indispensable for the preservation of the things under administration.
To lease any real property to another person for more than one year.
To bind the principal to render some service without compensation.
To bind the principal in a contract of partnership.
To obligate the principal as a guarantor or surety.
To create or convey real rights over immovable property.
To accept or repudiate an inheritance.
To ratify or recognise obligations contracted before the agency.
Any other act of strict dominion.

Legal basis: Civil Code of the Philippines, art. 1878. The list is exhaustive as to the enumerated acts and closes with 'any other act of strict dominion', which courts read as a catch-all for acts that change ownership or create real rights.

Article 1874 — the provision that voids sales

Article 1874 states that when a sale of a piece of land or any interest in it is through an agent, the authority of the agent must be in writing; otherwise, the sale is void. Not voidable — void. That is why an oral instruction, a text message or a chat screenshot has no legal effect for a land sale.

Read the provision for what it says, though: it requires writing. Notarisation is a separate requirement coming from somewhere else — the rules on public documents and on registration, which is why the Register of Deeds works from a notarised original. And acceptance by a particular bank or agency is a third thing again, set by that institution's own intake rules rather than by the Civil Code. A written but unnotarised authority can be legally sufficient to avoid article 1874 and still be useless at a registry counter; a properly notarised SPA can be legally impeccable and still be refused by a bank that insists on its own form. Treat the three as separate boxes to tick.

Paper and electronic notarisation now run side by side

A paper instrument signed by hand is still notarised under the 2004 Rules on Notarial Practice, and that route is unchanged: you appear before the notary in person. Alongside it, the Supreme Court's Rules on Electronic Notarization (A.M. No. 24-10-14-SC) let an eligible electronic document in PDF or PDF/A — including a paper document that has been scanned to PDF — be notarised by an Electronic Notary Public. The electronic notarial acts are acknowledgment, oath or affirmation, jurat, and signature witnessing. They may be performed as in-person electronic notarization, as Remote Electronic Notarization, or as a combination of the two: under Remote Electronic Notarization the principal and any witnesses appear by videoconferencing through an accredited electronic notarization facility, and an Electronic Notary Public may serve principals located anywhere in the Philippines. Appearing from abroad is narrower — the Rules tie it to the premises of a Philippine Embassy, Consulate or Honorary Consul, on that post's own terms. Notarial wills and depositions are excluded from electronic notarization altogether. The Court opened Electronic Notary Public applications and the eNotarization Portal on 10 August 2026, so coverage is still building out: do not assume an Electronic Notary Public is available in a given place, and confirm that the office which will act on your document accepts an electronically notarised one before you choose that route.

Side-by-side comparison

	Authorization letter	General Power of Attorney	Special Power of Attorney
Form	Signed letter	Notarised instrument	Notarised instrument
Covers	One named errand	Acts of administration	Only the acts expressly named
Claim a document or parcel	Yes	Yes	Yes
Collect rent, pay taxes	Sometimes	Yes	Yes if stated
Lease for over one year	No	No	Yes if stated
Sell, mortgage, donate	No	No	Yes if stated
Accept or repudiate inheritance	No	No	Yes if stated
Compromise a claim	No	No	Yes if stated
Accepted by the Register of Deeds	No	No	Yes
Accepted by the LTO for a transfer	No	No	Yes
Typical cost	Free	₱200–₱500 notarial	₱200–₱500 notarial, more for conveyances

The agent's duties, and what happens when they are exceeded

An agent must act within the scope of the authority, must not carry out the agency if doing so would manifestly damage the principal, must render an account, and must deliver whatever they receive by virtue of the agency. An agent who acts beyond the authority binds nobody: the contract is unenforceable against the principal unless the principal ratifies it, and the agent may be personally liable to the third party who relied on them.

Ratification is important. If the principal accepts the benefit of a transaction done beyond the authority — takes the money, moves into the property — courts will often find that the act has been ratified, which retroactively validates it. So a principal who wants to disown an unauthorised sale must act quickly and must not take the proceeds.

Legal basis: Civil Code of the Philippines, arts. 1868–1932 (agency), particularly arts. 1874, 1878, 1881, 1891, 1897, 1898, 1910 (ratification), and 1919–1921 (extinguishment and notice of revocation).

How an agency ends

Revocation by the principal — at any time, unless the agency was constituted in the common interest of the principal and a third person, or was made an essential part of a bilateral contract.
Withdrawal by the agent, who must give notice and continue acting until the principal can take over.
Death, civil interdiction, insanity or insolvency of either the principal or the agent.
Dissolution of the firm or corporation that entrusted or accepted the agency.
Accomplishment of the object or purpose of the agency.
Expiry of the period for which the agency was constituted.

When the principal is a company

A corporation acts through its board, so the chain of authority has one more link than it does for an individual. Getting this wrong is the most common reason a company's representative is turned away at a bank or a registry.

1
The board passes a resolution
Authorising the specific act and naming the officer or agent who will carry it out. A general 'authority to transact' resolution is treated the same way a vague SPA is — narrowly.
2
The corporate secretary issues a Secretary's Certificate
A sworn statement certifying the resolution, its date, and that it remains in force. This is what the counterparty actually reads; almost nobody asks for the minute book.
3
The named officer executes the SPA or signs directly
Either the officer signs the deed for the company, or the company issues an SPA to a third party. Both routes rest on the same resolution.
4
The counterparty verifies the officer's identity
With their own valid ID, plus the Secretary's Certificate and, for larger transactions, the company's SEC registration and General Information Sheet.

How to revoke, step by step

Revocation is where principals most often assume the law protects them more than it does. Article 1921 of the Civil Code is blunt about it: if the agency was created to deal with specified persons, its revocation does not prejudice those persons if they were not given notice. Article 1922 extends the same logic to agencies made known to the public — revocation must be publicised in the same way, or third parties in good faith are protected.

1
Execute a notarised deed of revocation
Identify the original SPA by its date, the notary who notarised it, and its Doc./Page/Book/Series entries. State plainly that the authority is revoked and from what date.
2
Serve it on the attorney-in-fact with proof
Personal service against a signed acknowledgement, or registered mail with a registry return card. Keep the proof — this is the evidence that the agent's authority ended.
3
Demand the return of the original SPA
An agent holding an original notarised SPA can keep presenting it. Getting the original back is the practical end of the authority; the deed of revocation is the legal end.
4
Notify every third party who might rely on it
The bank, the buyer, the Register of Deeds, the LTO, the agency. In writing, with proof of receipt. This is the step that actually cuts off the agent's power against outsiders.
5
Cancel any annotation on a title
If the SPA was annotated on a certificate of title, have the revocation annotated too, or the title continues to tell the world the agent is authorised.

Decision guide

1
Is anyone's ownership changing?
If yes — a sale, a mortgage, a donation, a waiver of an inheritance — stop. You need a notarised SPA naming the act, and if land is involved, article 1874 makes written authority mandatory.
2
Is a government registry or the BIR involved?
Registers of Deeds, the LTO and the BIR will not accept a letter. Use an SPA.
3
Is it a bank?
Assume the bank's own form is mandatory, and that anything beyond a routine claim needs an SPA too. Ask the branch first.
4
Is it an ongoing management arrangement?
Use a general power of attorney, with the article 1878 acts expressly excluded — and a separate SPA later if a sale ever comes up.
5
Is it a one-off errand?
An authorization letter with a reference number and both IDs attached is enough.

Frequently asked questions

+Is an authorization letter legally the same as an SPA?

No. Both create an agency, but an SPA is a notarised public instrument that expressly names acts which the Civil Code requires to be specially authorised. A letter cannot substitute for it in any transaction involving ownership.

+Can an authorization letter be notarised to make it an SPA?

Notarising a letter makes it a notarised letter. What makes an SPA effective is not the notarisation alone but the express grant of the specific power required by article 1878. Draft it as an SPA.

+Does the same document work at every bank and agency?

No, and no template can promise otherwise. Article 1874 and article 1878 fix what the authority must contain to be legally sufficient, and notarisation is what makes it a public document. Beyond that, each bank, registry and agency applies its own intake requirements, and many have a mandatory form of their own. Draft the SPA correctly, then ask the specific office what else it needs.

+What happens if my agent sells my land without a written SPA?

Under article 1874 of the Civil Code the sale is void. The buyer acquires nothing and the Register of Deeds will not register the transfer. The buyer's remedy is against the agent.

+Do I need to register or annotate an SPA anywhere?

Not generally, but an SPA affecting registered land is commonly annotated on the certificate of title so that third parties dealing with the property can see it. If you later revoke it, have the revocation annotated as well.

+Can I limit how much my attorney-in-fact can sell for?

Yes, and you should. A floor price clause — 'for no less than ₱____' — is standard and enforceable as a limit on the authority. A sale below it is outside the agent's power.

Next step

Notarising, consularising and apostillising an SPA

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