Who Can Sell the Property? Power of Attorney, Authority, and Hidden Risks in Signing the Contract

The purchase and sale of a property does not depend only on the property registry, the price, the certificates, and the method of payment.

There is a prior, simple, and decisive question:

Does the person signing the transaction actually have the authority to sell?

In many real estate transactions, the risk is not in the property itself, but in the person who presents himself or herself as authorized to negotiate, promise, receive amounts, grant discharge, or sign the deed.

The seller may be the owner, an attorney-in-fact, a partner, a company administrator, an estate administrator, an heir, a spouse, a curator, a representative of an estate, a representative of a legal entity, or a third party who appears to be authorized.

Each of these situations requires its own care.

The signature alone is not enough.

In real estate transactions, it is necessary to verify whether the person signing has legitimacy, sufficient powers, and formal authorization to perform that specific act.

1. The property registry shows the owner, but does not solve everything

The property registry is the first document to be analyzed.

It indicates who the formal owner of the property is, what encumbrances exist, whether there are attachments, mortgages, fiduciary liens, usufructs, unavailability restrictions, relevant annotations, or registered restrictions.

But the property registry, by itself, does not answer all the questions involved in the transaction.

It may indicate that the property belongs to an individual, but not show whether that person is being represented by an attorney-in-fact with sufficient powers.

It may indicate that the property belongs to a company, but not reveal whether the partner signing the contract has powers of management and disposition.

It may indicate ownership by a deceased person, requiring analysis of the probate proceedings, the estate, the estate administrator, and any judicial authorization.

It may indicate co-ownership, but not resolve the absence of consent from all owners.

For this reason, the analysis of the property registry must be combined with the analysis of the person signing the transaction.

2. A power of attorney is not a general authorization for everything

A common mistake is to believe that the mere existence of a power of attorney solves the problem.

It does not.

The power of attorney must be analyzed in its concrete content.

It is necessary to verify:

a) who granted the power of attorney;b) who received the powers;c) whether the power of attorney is valid;d) whether it is public or private;e) which powers were granted;f) whether there are specific powers to sell;g) whether there are powers to receive the price;h) whether there are powers to grant discharge;i) whether there are powers to sign the deed;j) whether there are powers to act before the notary office and registry office;k) whether there is an expiration date;l) whether it has been revoked;m) whether the grantor is still alive and legally capable.

In the sale of real estate, generic powers may be insufficient.

The transaction requires precision.

The person who may manage cannot always sell.

The person who may negotiate cannot always sign the deed.

The person who may sign the contract cannot always receive the price and grant discharge.

3. Authority to sell is different from authority to receive payment

This point is especially important.

A person may have authority to represent the owner in signing the contract, but not have authority to receive amounts on the owner’s behalf.

A person may also have authority to deal with the sale, but not to grant full discharge.

In real estate transactions, this distinction is decisive, because payment made to the wrong person may create enormous insecurity.

The buyer may believe that the price has been paid in full, while the true owner may later dispute whether that representative had authority to receive it.

For this reason, before making any payment, it is prudent to verify whether the representation instrument expressly authorizes receipt of the amounts and the granting of discharge.

Where there is doubt, payment should be structured more securely, preferably directly to the owner, by traceable means, or according to a clear contractual mechanism.

4. A legal entity requires analysis of its articles of association

When the property belongs to a company, checking the corporate taxpayer number is not enough.

It is necessary to analyze the articles of association or bylaws, their amendments, the company’s representation, and the powers of its administrators.

The central question is:

Can the person signing on behalf of the company sell this property?

In some companies, the administrator has broad powers. In others, the sale of real estate depends on approval by the partners, a shareholders’ meeting, minutes, a specific resolution, or joint signature.

There may also be internal restrictions, clauses limiting powers, the need for approval by a minimum percentage of the capital, or impediments arising from corporate reorganization.

A sale signed by a representative without sufficient powers may generate relevant challenges.

In a real estate transaction involving a legal entity, corporate due diligence is part of real estate due diligence.

5. Estate, probate, and judicial authorization

The sale of a property belonging to a deceased person requires extra care.

Until probate is concluded, the property forms part of the estate. Administration may be entrusted to the estate administrator, but this does not mean full freedom to sell.

In many situations, the sale will depend on judicial authorization, consent of the heirs, statement by the Public

Prosecutor’s Office if there are legally incapable parties, tax payment or tax regularity, appraisal, and issuance

of a court authorization.

The estate administrator may represent the estate in several acts, but the sale of real estate usually requires specific authorization.

Buying property from an estate without verifying the probate proceedings, the authority of the estate administrator, and the existence of judicial authorization may expose the buyer to the risk of nullity, challenges by heirs, or registry difficulties.

In this case, haste may create prolonged insecurity.

6. An heir is not automatically an authorized seller

Another common mistake occurs when an heir negotiates a property before partition as if he or she were the exclusive owner.

The heir has an expectation or inheritance right, but this does not mean that he or she can sell, alone, a specific property belonging to the estate.

If there are several heirs, a surviving spouse, a will, disputes over partition, estate debts, or ongoing probate proceedings, the sale requires an adequate structure.

A promise made by a single heir may not bind the others.

For this reason, the buyer should verify:

a) whether probate has been opened;b) who the estate administrator is;c) who the heirs are;d) whether there is consensus;e) whether judicial authorization exists;f) whether the property has already been partitioned;g) whether the formal partition instrument has been registered;h) whether there are pending taxes.

In real estate law, good faith does not replace minimum due diligence.

7. Spouse and spousal consent

The sale of a property by a married person may require the spouse’s consent, depending on the marital property regime and the nature of the asset.

Even when only one spouse appears as owner in the property registry, analysis of the marital property regime may be relevant.

The absence of spousal consent, when required, may generate future disputes and registry obstacles.

Therefore, before signing, it is necessary to verify:

a) the seller’s marital status;b) the marital property regime;c) the date of marriage;d) the existence of a prenuptial agreement;e) whether the asset is common or separate property;f) the need for the spouse’s signature;g) any de facto separation, ongoing divorce, or property dispute.

The seller’s personal qualification is not a bureaucratic detail. It is an element of transaction security.

8. Curator, guardian, and legally incapable persons

When the owner is legally incapable, interdicted, a minor, or represented by a curator or guardian, the sale of the property must comply with specific requirements.

In these cases, judicial authorization is usually indispensable, as the act involves a relevant disposal of assets.

The legal representative cannot freely sell the assets of the incapable person as if he or she were the owner.

The purpose of the sale, the need, the benefit to the represented person, the appraisal of the property, the statement by the Public Prosecutor’s Office, and judicial authorization may be required.

Buying property under these conditions without adequate legal control may create a serious risk of invalidity.

9. Verbal authorization is high risk

In real estate transactions, it is still common to encounter situations in which someone says:

“You can sign, I have authorization.”

“My brother agrees.”

“My partner is aware.”

“My mother authorized it.”

“The owner asked me to handle it.”

“He will sign later.”

These statements may even reflect good faith, but they are not enough to protect the transaction.

The relevant authorization must be documentary, verifiable, and compatible with the act performed.

The higher the property value, the lower the tolerance for informality should be.

Verbal authorization may explain a negotiation, but it hardly provides sufficient security for payment, execution of the deed, and registration.

10. Payment before checking powers increases the risk

The most sensitive moment is usually payment.

Many buyers worry about the deed, but pay a deposit, down payment, or relevant installment before fully verifying who has powers to sell and receive payment.

This is dangerous.

Before paying, it is recommended to verify:

a) ownership in the property registry;b) personal or corporate documents of the seller;c) marital property regime;d) powers of representation;e) power of attorney, if any;f) articles of association or bylaws, if a legal entity is involved;g) judicial authorization, in the case of an estate, incapable person, or special situation;h) powers to receive payment and grant discharge;i) destination bank account;j) consistency between the payment beneficiary and ownership of the transaction.

Traceable, coherent, and documented payment reduces litigation.

Informal payment to a third party without clear powers increases exposure.

11. The notary office and registry office will also conduct their analysis

Even if the parties sign a private contract, the deed and registration will require formal qualification.

The notary office and the real estate registry office may point out requirements, refuse documents, request supplementation of powers, require spousal consent, judicial authorization, corporate amendment, minutes, certificate, or additional document.

This means that a poorly signed contract may even appear valid between the parties at first, but become stuck at the notarial or registry stage.

In a real estate purchase and sale, the objective is not merely to sign.

The objective is to sign, pay, execute the deed, and register safely.

12. Conclusion

In real estate transactions, the question “who signs?” is as important as the question “what is the property?”

The security of the transaction depends on the combination of a regular property registry, correctly identified parties, sufficient powers, proper authorization, traceable payment, and coherent documentation.

Power of attorney, articles of association, probate, judicial authorization, spousal consent, curatorship, and corporate representation are not mere formal details. They are elements that may define the validity, effectiveness, and registrability of the transaction.

The signature should not be seen as an automatic step.

It is the point at which legal intent becomes an obligation.

Therefore, before completing a purchase and sale, the decisive question is not only:

“Did the seller sign?”

The correct question is:

“Could the person who signed truly sell, receive payment, and grant discharge?”

When this answer is verified before payment, the transaction is born more secure.

When it is discovered only after the conflict, the signature may cease to be a solution and become the beginning of the problem.