Does a Deed of Sale of Land Need to Be Notarized?

The general rule is in Article 1356:

Article 1358 then lists acts that "must appear in a public document". The first item covers land:

A notarized deed is the usual public document for a sale of land. Article 1357 adds that once the contract is perfected, the parties "may compel each other to observe that form", and this can be done together with an action on the contract.

It can be, between the parties. In Tigno v. Spouses Aquino (2004), the Supreme Court said that "the absence of notarization of the Deed of Sale would not necessarily invalidate the transaction evidenced therein." The Court explained that "the form required in Article 1358 is not essential to the validity or enforceability of the transaction, but required merely for convenience."

So if the essential requisites are present (consent, an object and a cause, listed in Article 1318), a signed private deed binds the seller and the buyer, and each can make the other sign a notarized deed (Article 1357).

Proof. In Tigno, the Court said: "Notarization of a private document converts such document into a public one, and renders it admissible in court without further proof of its authenticity." A buyer holding only a private deed may have to prove in court that the signatures and the document are genuine.

Notarization must be done by someone who has the power to do it. In Tigno, the deed had been notarized by a judge acting outside his functions. The Court said that if the notary "does not have the capacity to notarize a document, but does so anyway, then the document should be treated as unnotarized." The party relying on the deed had to prove it like any private document, and did not.

This page does not cover registration with the Registry of Deeds, taxes on the sale, or notarial fees.

The Statute of Frauds in Article 1403(2)(e) covers "the sale of real property or of an interest therein". Such an agreement is unenforceable by action unless it, or some note or memorandum of it, is in writing and signed by the party charged or his agent. It can be ratified under Article 1405, by failing to object to oral evidence of it in court, or by accepting benefits under it. See Is a verbal agreement binding?

So, although Tigno noted that even a verbal sale of real estate produces legal effects between the parties, an oral sale of land cannot be enforced by a court action unless it was ratified in one of these ways.

The agent needs written authority. Article 1874 says that when a sale of land "is through an agent, the authority of the latter shall be in writing; otherwise, the sale shall be void." A special power of attorney is also needed for any contract that transfers ownership of land (Article 1878). See When do you need a special power of attorney?

These are made-up examples to show how the rules work. They are not advice for any real case.

Lorna sells her lot to Ben. They both sign a deed of sale, but it is never notarized. Following Tigno, both are bound by the sale. Under Article 1357, Ben can ask Lorna to sign a notarized deed, and can file a case to compel her if she refuses.

If the sale ends up in court, Ben must first prove that the private deed and Lorna's signature are genuine, because the deed does not have the advantage of a notarized document.

Rene says his uncle agreed over coffee to sell him a lot. There is nothing in writing. Under Article 1403(2)(e), the agreement cannot be enforced in court unless it was ratified under Article 1405.

Talk to a lawyer before you pay for land on the basis of a private deed, before you sign a deed prepared by someone else, if the seller refuses to sign a notarized deed, or if someone else claims the same land. A lawyer can also explain registration and the taxes on the sale.

If you cannot afford a lawyer, see Free legal help in the Philippines. For loans and promissory notes, see Is a promissory note valid without a notary? The full rule on unenforceable contracts is on the Article 1403 page.