Deed of Absolute Sale

This Deed of Absolute Sale (the “Deed”) is made and executed in the Republic of the Philippines, at , on , by and between:

1. Parties

Seller (Vendor): , of , civil status Seller civil status…SingleMarriedWidowedLegally separatedJuridical person / corporation, with spouse (if applicable), holder of valid ID , contact (the “Seller”);
Buyer (Vendee): , of , civil status Buyer civil status…SingleMarriedWidowedLegally separatedJuridical person / corporation, holder of valid ID , contact (the “Buyer”).
The Seller and the Buyer are collectively the “Parties,” each a “Party.”

2. Recitals

The Seller is the absolute and registered owner of the property described below, free from all liens and encumbrances except as expressly stated in this Deed; the Seller desires to sell, convey, and transfer the same to the Buyer, who accepts the sale and obligates to pay the price, in accordance with Article 1458 of the Civil Code of the Philippines, by which one of the contracting parties obligates themselves to transfer the ownership of, and to deliver, a determinate thing, and the other to pay therefor a price certain in money or its equivalent.

3. Subject of the Sale

Subject matter: Subject matter of sale…Real property (land / house / condominium)Motor vehicleOther personal property / goodsShares of stockOther.

Description of the property sold:

Location: .
Title / register particulars: .
Tax declaration no.: . Area / quantity: .

The above-described property is hereinafter referred to as the “Property.”

4. Purchase Price

The Parties agree on a total purchase price of PHP 0 (PHP ), receipt of which the Seller acknowledges to the full satisfaction of the Seller, in accordance with Article 1458 of the Civil Code.

5. Payment Terms

Payment is made as follows: Payment terms…Cash in full upon signing of this DeedCash via manager's / cashier's chequeInstallment / deferred paymentAs separately agreed.

6. Transfer of Ownership and Delivery

By this Deed, the Seller sells, conveys, transfers, and delivers the Property, with all rights of ownership appurtenant thereto, to the Buyer, who accepts and receives it. Ownership of the Property passes to the Buyer upon delivery (Civil Code arts. 1462 and 1496), and the Property is delivered by this Deed in itself. As between the Parties, the sale is perfected and binding upon their consent (arts. 1315 and 1475); to bind third parties, the conveyance of real property is embodied in this public instrument in compliance with Article 1358 of the Civil Code, and shall be registered with the Register of Deeds under the Property Registration Decree (PD 1529).

The Buyer shall take possession of the Property on: .

7. Warranties of the Seller

The Seller warrants to the Buyer: (a) that the Seller has lawful and absolute title to the Property and the right to sell and convey it; (b) that the Property is free from all liens, encumbrances, adverse claims, and pending litigation, except those expressly stated in this Deed; and (c) that the Seller shall warrant the Buyer’s peaceful and adequate possession of the Property against any lawful claim or eviction, in accordance with Article 1547 and related provisions of the Civil Code on warranty against eviction and hidden defects.

Property sold free of all liens and encumbrances: YesNo.

8. Right of First Refusal and Legal Redemption

The Seller represents that no third party holds a right of first refusal or right of legal redemption over the Property that would affect this sale. In particular, where the Property is urban land actually occupied by legitimate tenants or qualified beneficiaries, the right of first refusal under the Urban Development and Housing Act (Republic Act No. 7279) is observed; and where co-owners exist, the period of legal redemption under Article 1623 of the Civil Code (thirty (30) days from written notice by the vendor) is observed. The Seller shall indemnify the Buyer against any liability or loss arising from the breach of this representation.

Seller warrants no third party has such a right of first refusal or redemption: YesNo.

9. Taxes, Fees, and Registration

Taxes, capital gains tax, and registration fees shall be: Taxes, capital gains, and registration fees…Borne by the SellerBorne by the BuyerShared as separately agreedPer statutory allocation (CGT by seller; transfer fee by buyer).

The Parties undertake to execute all documents and do all acts necessary to register this Deed and the transfer of title with the Register of Deeds (for real property), the Land Transportation Office (for motor vehicles), or such other competent authority as may be required. Capital gains tax and creditable withholding tax, where due, are governed by the National Internal Revenue Code, as amended.

10. Miscellaneous

This Deed constitutes the entire agreement of the Parties on its subject matter and supersedes any prior negotiation or memorandum of agreement. The headings are for convenience only. Should any provision be held invalid, the remaining provisions shall continue in full force. This Deed shall be binding upon the Parties, their heirs, successors-in-interest, and assigns. The Parties jointly acknowledge that the sale has been perfected, that no condition remains to be fulfilled, and that nothing remains to be done except to comply with the formalities of registration.

11. Governing Law and Venue

This Deed is governed by the laws of the Republic of the Philippines, in particular the Civil Code provisions on sales (arts. 1458 et seq.), the Property Registration Decree (PD 1529), and, where applicable, the Urban Development and Housing Act (RA 7279). Any action arising from this Deed shall be brought before the proper courts of .

IN WITNESS WHEREOF, the Parties have hereunto set their hands on the date and at the place first above written, in the presence of the witnesses below, who sign together with the Parties and each other.

Signatures

Seller: ______________________________  

Buyer: ______________________________  

Witness 1: ______________________________  
ID no.:

Witness 2: ______________________________  
ID no.:

Acknowledgment

SUBSCRIBED AND SWORN to before me this date first above written, at the place stated above, by the Parties, who exhibited to me their competent evidence of identity as stated above, and who are the same persons who signed the foregoing Deed before me. I further certify that I have personally examined the Parties and that the Deed relates to a free and voluntary act, executed with full knowledge of its contents.

Notary Public:
Commission / IBP OCA no.:
Notarial register (CTS): .