Deed of Sale in the Philippines: Which One You Need for a Vehicle, Land or Personal Property

What a deed of sale is

Under the Civil Code, a contract of sale obliges the seller to transfer ownership of a specific thing and deliver it, and the buyer to pay a price certain in money or its equivalent. The sale is perfected once both agree on the thing and the price. A deed of sale is the written record of that agreement.

The Supreme Court has said a sale is valid even without a written deed, but the deed proves the sale and the buyer's ownership. A sale of land, or of goods for PHP 500 or more, generally cannot be enforced in court without a signed writing (for goods, unless part was already received or paid). For land, either party can require the other to put the sale in a notarized deed.

A notarized deed is presumed regularly executed and, unless it says otherwise, signing it counts as delivery of the property.

Absolute sale, conditional sale or contract to sell

The Civil Code allows a sale to be absolute or conditional, and lets the parties agree that ownership passes only on full payment. Choose the form that matches how the price will be paid.

Deed of absolute sale: ownership passes without conditions, usually because the full price is paid on or before signing.

Conditional deed of sale: the sale depends on an event that may or may not happen, such as the title first being transferred to the seller. In Coronel v. Court of Appeals, the Supreme Court said that once the condition happens the sale becomes absolute, and if the property was already delivered, ownership passes automatically.

Contract to sell: the seller keeps ownership until the buyer pays in full, and must then still sign a deed of absolute sale. It fits land, a house and lot or a condo paid in installments. Installment buyers of real estate, including residential condos, also get grace periods and, after two years of payments, refunds under the Realty Installment Buyer Act (RA 6552), which excludes industrial lots and commercial buildings.

Which deed fits what you are selling

Pick the document by the kind of property and by whether the price is paid in full. Each LAW.PH document page shows a free sample.

• Car, motorcycle or other registered vehicle, fully paid: Deed of Sale of Motor Vehicle.
• Vehicle paid in installments: Installment Vehicle Sale Agreement.
• Titled land, house and lot, or condominium unit, fully paid: Deed of Absolute Sale of Real Property.
• Land, house and lot, or condo paid in installments, with the seller keeping ownership until full payment: Contract to Sell.
• Equipment, furniture, appliances, phones and other movable items: Deed of Absolute Sale of Personal Property.
• Someone signing for the owner: add a Special Power of Attorney.

Selling a car or motorcycle

Under Section 8 of the New Anti-Carnapping Act (RA 10883), every vehicle sale must be registered with the LTO within 20 working days. A vehicle whose transfer is not registered is presumed carnapped or illegally sourced unless proven otherwise, and can be confiscated.

For motorcycles, RA 12209 (2025) also requires the seller to report the sale to the LTO, in person or online, within five working days, and the new owner to complete the transfer within 20 working days. Missing either deadline can mean a fine of up to PHP 5,000.

Until the LTO record changes, the seller stays the registered owner. In PCI Leasing and Finance v. UCPB General Insurance (2008), the Supreme Court held that an unregistered sale does not affect the public's right to recover from the registered owner for damage caused by the vehicle; the registered owner can then seek reimbursement from the actual owner.

The LTO's 2024 Citizen's Charter lists these for transferring a private vehicle. Requirements change; confirm the current list with the LTO district office:

• Original Certificate of Registration (CR) and original deed of sale
• Original PNP-HPG motor vehicle clearance certificate
• Motor vehicle inspection report
• Proof of the electronically transmitted insurance certificate of cover (third-party liability)
• Photocopy of a valid government ID with photo and signature of seller and buyer
• CR confirmation, if the CR was issued outside the regional office

Selling land, a house and lot or a condo

For titled land, registration with the Registry of Deeds is what makes the sale binding on third persons, and to be registered, the deed must be signed before two witnesses and notarized. If the same property is sold twice, the buyer who registers first in good faith prevails.

LRA Circular No. 10-2020 lists what the Registry needs: the original notarized deed with the BIR stamp on every page, the BIR's electronic Certificate Authorizing Registration (eCAR), the owner's duplicate title, the latest tax declaration, a real property tax clearance and the transfer tax receipt.

If the property is a capital asset of the seller (not held for sale to customers or used in business), the Tax Code imposes a 6% capital gains tax and documentary stamp tax of PHP 15 per PHP 1,000 or fraction, each on the selling price or the property's value, whichever is higher. Under RA 12001, that value is shifting from BIR zonal values to local schedules of market values. The province or city also collects a transfer tax; the Local Government Code caps the provincial rate at 50% of 1% and lets cities charge up to 50% more.

Who pays: capital gains tax is a tax on the seller's gain; BIR Form 1706 instructions say the buyer withholds it from the price and both file the return within 30 days of the sale. The transfer tax is the seller's duty under the Local Government Code. Documentary stamp tax is due from whoever makes or signs the deed, so agree who pays it and write every cost split into the deed. Have a tax professional or the BIR confirm the computation.

Equipment, furniture, gadgets and other personal property

Ownership of a movable item passes to the buyer on delivery. Most items have no title registry, so the deed is the main record of the item, its serial numbers, the price and the turnover date.

A deed cannot cure a bad title: under the Civil Code, a buyer from someone who is not the owner and has no authority to sell generally gets no better title than the seller had. Check receipts, and for valuable equipment, search the LRA's online Personal Property Security Registry for security interests over it.

Open deed of sale: why a complete deed is safer

An open deed of sale is one the seller signs with the buyer's name, and often the date, left blank, so a vehicle can be resold without a new deed. It is common in used-vehicle sales and risky for both sides.

A notary may not notarize a blank or incomplete document. Until the LTO records a transfer to a named buyer, the seller stays the registered owner and exposed to accident claims, and resales on one open deed skip the transfer deadlines above.

A complete deed is safer: the actual buyer's full name, the date, the price and the plate, engine and chassis numbers, signed and notarized with both parties present. The seller should follow up until the LTO issues a new CR in the buyer's name.

Notarization and signing

Deeds of sale are notarized by acknowledgment. Under the 2004 Rules on Notarial Practice, each signer appears in person with the complete document, is identified by a current government-issued ID with photo and signature (or by credible witnesses), and declares that they signed voluntarily. Anyone signing for another person or a company also declares their authority.

A sale of land through an agent is void unless the agent's authority is in writing, so use a special power of attorney.

When to see a lawyer

A template suits a clean, fully paid sale between identified parties. Talk to a lawyer before signing if:

• The land is untitled (tax declaration only), its title carries a mortgage, adverse claim or other annotation, or there is a boundary or ownership dispute.
• The owner has died. Heirs may settle the estate out of court through an extrajudicial settlement only if there is no will and no debts and all heirs are of age or properly represented; otherwise court proceedings may be needed.
• The seller is married and the property is community or conjugal property. The Family Code requires the other spouse's written consent or court authority, and a sale without either is void.
• The buyer has stopped paying under a contract to sell, or either side wants to cancel.

Common questions