Most property sales that fail do not fail on price. They fail on documents. Counsel for the buyer asks for a document the seller does not have, or finds two documents that do not agree, and a transaction that appeared settled stops for weeks while the discrepancy is traced. The work described here is ordinary preparation. It is easier to complete before a price is agreed than after.

This is a readiness checklist, not a statement of legal requirements. Properties differ, and what a particular Registry of Deeds, local government unit, or counterparty will ask for varies. Its purpose is to surface problems early.

Start with the title, not the price

The owner's duplicate certificate of title is a starting point. It is not evidence of the current state of the record. What matters is a recent certified true copy from the Registry of Deeds, together with the annotations appearing on it. Annotations are where mortgages, adverse claims, notices, liens, and court-related entries are recorded, and a copy taken years ago will not show anything entered since.

Read the annotations first. If the seller cannot account for one of them, that is the question to resolve before anything else, because the buyer will raise it.

Reconcile the paper with the ground

Four descriptions of the same property should agree and often do not: the technical description on the title, the approved survey or plan, the tax declaration held by the assessor, and the property as actually occupied and fenced. Mismatched areas, a tax declaration still in a former owner's name, a boundary that has shifted, and improvements that appear on the ground but not on paper are all common. Each takes time to cure.

• Certified true copy of the title, with all annotations, obtained recently.
• Tax declaration and current real property tax clearance from the local government unit.
• Technical description, approved survey or plan, and a recent site inspection.
• A note of who is in actual possession, and on what basis.

Confirm who can actually sell

Authority is where transactions most often stall. The registered owner's identity and civil status should be established, since the applicable property relations may require the consent of a spouse. Where an heir, an attorney-in-fact, a corporation, or an estate is selling, more is needed: a special power of attorney in proper form, a board resolution with a secretary's certificate, or the documents showing who may act for the estate. If the registered owner has died, the question of sale generally sits behind a question of settlement.

Documents executed abroad will usually require apostille or consularisation. That adds calendar time, which is easy to overlook when a closing date is being discussed.

Find the encumbrances before the buyer does

Beyond what is annotated, ask what exists in fact: an unregistered lease, a right of way long used, a tenant or caretaker, a boundary disagreement with a neighbour, unpaid association dues, or a pending case touching the property. None of these necessarily prevents a sale. Each affects what should be disclosed, how the property is priced, and what the seller is prepared to warrant. A disclosure made early is far easier to deal with than the same disclosure made at signing.

Read the deed as a whole

A deed of absolute sale is a short document in which every provision matters: the parties and their capacity, the property as described on the title, the consideration and the manner of payment, when possession passes, what the seller warrants, and which party bears each transaction cost. The allocation of costs and taxes between the parties is a matter of agreement and should be stated rather than assumed. Where payment is staged, provide for what happens if a stage is not met.

Map the transfer steps before signing

Signing is not the end of the process. A transfer proceeds through notarisation, the Bureau of Internal Revenue's ONETT process for one-time transactions and its electronic counterpart, the local treasurer and assessor, and finally the Registry of Deeds and the issuance of a new title and tax declaration. Each step has its own document set and its own queue. Set out the sequence, assign responsibility for each step, and agree which documents must be produced at each stage before the deed is signed.

Requirements and procedures are published by the agencies concerned and are revised from time to time. Confirm them at the time of filing rather than relying on how an earlier transaction was handled.

When counsel helps

Counsel is most useful early: reading the annotations, tracing an entry the seller cannot explain, testing authority where an agent, an heir, a corporation, or an estate is involved, and drafting the deed so that price, possession, warranties, and costs reflect what the parties actually agreed. Counsel is also needed where the reconciliation fails, for instance where the title and the ground do not agree, where an occupant asserts a right, or where an estate must be settled before a sale can proceed.

Sources

• Land Registration Authority, certified true copy of title, frequently asked questions
• Land Registration Authority, eSerbisyo
• Bureau of Internal Revenue, eONETT
• Land Registration Authority, issuances

Sources reviewed 23 August 2026.

When a company prepares to sell shares, admit an investor, borrow against its assets, or enter a joint venture, the first request from the other side is not for a business plan. It is for the corporate records. Due diligence requests are broad as a matter of practice, and a company that can answer them promptly is in a better position than one that spends weeks reconstructing its own file.

Corporate housekeeping is cumulative work. Attended to in the ordinary course it is administrative. Attended to under a signing deadline it tends to become a point of negotiation on price.

Define the transaction, then the scope

A share sale, an asset sale, a capital raise, and a secured loan raise different questions about the same company. Before gathering documents, state what the transaction is, who the counterparty is, and what that party will need to be satisfied about. That statement sets the scope of the diligence exercise and keeps it from becoming an open-ended document search.

Assemble the file

The core set is predictable. In most companies it is held in several places at once: with the corporate secretary, the accountant, the operations office, and occasionally only in a former officer's email.

• Articles of incorporation and by-laws, with all amendments as approved.
• Filings with the Securities and Exchange Commission, including the General Information Sheet and audited financial statements for recent years.
• Stock and transfer book, subscription and share records, and a capitalisation summary that reconciles to them.
• Minutes and resolutions of the board and of the stockholders, with attendance and signatures complete.
• Material contracts, leases, loan and security documents, and any agreement with a change-of-control or consent clause.
• Permits, registrations, and tax records, together with the returns and receipts that evidence them.

Reconcile what the records say

The most common findings are not misconduct but drift. The registered address is an office the company vacated years ago. A director who resigned still appears as incumbent. The General Information Sheet, the stock and transfer book, and the stockholders' own understanding of the shareholdings do not agree. Beneficial ownership records were completed once and never updated. Each of these can be corrected. Each is difficult to explain in a diligence meeting.

Reconcile names, addresses, officers, shareholdings, and beneficial ownership across every source before the records are given to anyone outside the company.

Map the approvals the transaction needs

Authority to bind the company is determined by the Revised Corporation Code together with the company's own articles of incorporation and by-laws. Identify which decisions require board approval, which require stockholder approval, what notice and quorum the by-laws prescribe, and who is authorised to sign. Where the by-laws or a stockholders' agreement impose a higher threshold or a consent right, those provisions govern. Settling this before drafting avoids the late discovery that a document was executed by a person without authority.

Cure gaps before signing, and keep the record afterwards

Missing minutes should be reconstructed properly and accurately, never backdated. Filings that were not made should be brought current through the appropriate process. Where a gap cannot be cured in time, it should be disclosed and addressed in the transaction documents rather than left to be discovered. After closing, keep the approvals, executed documents, and closing deliverables together. The next transaction, or a regulator, will ask for them.

The systems and reportorial workflows of the Commission are revised from time to time, and filing channels change. Confirm the current requirements and platform with the Commission at the time of filing rather than relying on how an earlier filing was made.

When counsel helps

Counsel assists in scoping the exercise to the transaction, reading the articles of incorporation and by-laws against the Revised Corporation Code to establish who must approve what, reconstructing and reconciling records without creating further difficulty, reviewing contracts for consent and change-of-control provisions, and preparing the board and stockholder documents a counterparty will examine closely. Where a gap cannot be cured, counsel advises on disclosure and on how the transaction documents should address it.

Sources

• Republic Act No. 11232, the Revised Corporation Code of the Philippines
• Securities and Exchange Commission, reportorial requirements
• Securities and Exchange Commission, eFAST frequently asked questions
• Securities and Exchange Commission, eWATCH

Sources reviewed 23 August 2026.

Estate planning is often postponed for the same reason it is needed. The discussion is uncomfortable, and families are reluctant to consider illness or death while everyone is well. The result is that the discussion takes place later, in grief, among people who may disagree and who no longer have the person who could have explained what was intended.

An early conversation is not principally about documents. It is about establishing what the family intends, what it owns, and who will decide, so that the documents prepared afterwards record something the family has already settled.

Begin with goals, not instruments

The first questions are practical ones. Who depends on the family financially, and for how long? Is there a business someone is expected to continue, and is that person willing? Is there a member who requires long-term care or protection? Which assets are intended to remain in the family? Who should act for the family if the person now deciding becomes unable to? The answers shape everything that follows. Choosing an instrument first tends to produce documents that no one in the family understands.

Make a complete inventory

Most families find their own gaps at the inventory stage. Assets are held in more places than anyone recalls, and liabilities are frequently left out.

• Land and buildings, with the certificates of title and tax declarations actually located rather than assumed to exist.
• Shares and interests in family or closely held corporations and partnerships.
• Bank and investment accounts, insurance policies and their named beneficiaries, and retirement benefits.
• Digital assets and access: email, domains, payment and business platforms, and where credentials are kept.
• Loans, guarantees, and obligations owed by or to the family.

Settle the ownership questions early

Ownership is rarely as straightforward as a family assumes. Property may be titled in one name but acquired during the marriage, in which case the applicable property relations between the spouses will matter. A parcel may still be titled to a grandparent because an earlier estate was never settled. Shares may have been transferred informally and never recorded in the stock and transfer book. These are the matters that obstruct a later transfer, and they are considerably easier to address while the persons who know the history can still explain it.

Understand what the law reserves

Philippine succession law imposes limits. The Civil Code recognises compulsory heirs whose shares are protected, and it prescribes formalities that a will must satisfy to be valid. A plan that disregards either may produce a result contrary to what was intended. What a particular family may and may not do depends on its own circumstances, including who the heirs are, the property relations between the spouses, and what has already been given. That is a question for advice on the specific facts and not for a general note of this kind.

The reason to raise the subject early is straightforward. The constraints should be understood before commitments are made to family members.

Plan for liquidity, administration, and access

An estate substantial in land but short of cash creates pressure to sell at the least favourable time. Consider where the funds to meet taxes, debts, and the costs of administration will come from, and how long assets may be practically inaccessible while a settlement is in progress. Consider who will administer the estate and whether that person has the time and standing to do so. Ensure the documents can be found. A plan whose papers cannot be located is a plan that cannot be carried out.

Revisit after anything material changes

A plan reflects circumstances as they stand. Marriage, separation, a birth, a death, a serious illness, the sale or acquisition of a substantial asset, a change in a business, or a move abroad may each render part of it obsolete. Beneficiary designations are particularly easy to overlook. The plan should be reviewed periodically rather than treated as a document signed once.

When counsel helps

Counsel assists in structuring the first conversation, identifying the questions of property relations and unsettled estates that most plans overlook, explaining what the law reserves for compulsory heirs in the family's own circumstances, advising on the formalities a will must satisfy, and preparing the documents so that they are effective when required. Where an earlier estate was never settled, that is generally the work to be done first.

Sources

• Republic Act No. 386, the Civil Code of the Philippines
• Rules of Court, special proceedings, Rules 72 to 109
• Bureau of Internal Revenue, estate tax

Sources reviewed 23 August 2026.