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Real Estate Exchange Agreement for Philippines

Real Estate Exchange Agreement Template for Philippines

A legally binding agreement governed by Philippine law that facilitates the exchange of real estate properties between two or more parties. This document complies with the Civil Code of the Philippines and the Property Registration Decree, outlining the terms and conditions of the exchange, including property descriptions, warranties, closing conditions, and transfer requirements. It incorporates specific Philippine legal requirements such as notarization, proper documentation for the Register of Deeds, and compliance with local government regulations and tax obligations.

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What is a Real Estate Exchange Agreement?

The Real Estate Exchange Agreement is a specialized contract used in the Philippines when two or more parties wish to exchange real properties instead of conducting a traditional sale and purchase. This document is essential when parties prefer to trade properties rather than engage in monetary transactions, or when a combination of property exchange and monetary adjustment (boot payment) is desired. The agreement must comply with Philippine property laws, including the Civil Code, Property Registration Decree, and local government regulations. It contains detailed property descriptions, exchange terms, warranties, tax considerations, and transfer requirements. This document is particularly relevant in situations involving property portfolio restructuring, strategic land consolidation, or mutually beneficial property swaps. The agreement must be properly executed, notarized, and registered with appropriate government authorities to ensure legal validity and proper transfer of titles under Philippine law.

What sections should be included in a Real Estate Exchange Agreement?

1. Parties: Identifies and provides complete details of all parties involved in the exchange, including their legal capacity to enter into the agreement

2. Background: Outlines the context of the exchange and explains why the parties wish to enter into this agreement

3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty

4. Properties Description: Detailed description of all properties being exchanged, including their complete legal descriptions and TCT/CCT numbers

5. Exchange Terms: Specifies the terms and conditions of the exchange, including any monetary adjustments or boot payments

6. Representations and Warranties: Statements by each party regarding their ownership rights, property condition, and authority to exchange

7. Due Diligence: Outlines the process and timeline for property inspection, title verification, and other necessary investigations

8. Closing Conditions: Lists all conditions that must be met before the exchange can be completed

9. Transfer of Title: Details the process and requirements for transferring property titles under Philippine law

10. Taxes and Expenses: Specifies responsibility for transfer taxes, registration fees, and other transaction costs

11. Default and Remedies: Describes what constitutes default and the available remedies for the non-defaulting party

12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and designates jurisdiction for dispute resolution

13. Notices: Specifies how and where official communications between parties should be delivered

14. Execution: Signature blocks and notarization requirements as per Philippine law

What sections are optional to include in a Real Estate Exchange Agreement?

1. Boot Payment Terms: Required when one property has higher value and monetary compensation is part of the exchange

2. Tenant Provisions: Needed when either property has existing tenants and lease agreements

3. Mortgage Arrangements: Required when either property has existing mortgages that need to be addressed

4. Environmental Compliance: Necessary for properties with potential environmental concerns or specific use restrictions

5. Development Restrictions: Required when properties are subject to zoning laws or development limitations

6. Third-Party Consents: Needed when exchange requires approval from other parties (e.g., lenders, government agencies)

7. Broker Provisions: Required when real estate brokers are involved in the transaction

What schedules should be included in a Real Estate Exchange Agreement?

1. Schedule A - Property Details: Complete technical description of first property, including boundaries, improvements, and title information

2. Schedule B - Property Details: Complete technical description of second property, including boundaries, improvements, and title information

3. Schedule C - Title Documents: Copies of TCT/CCT and other relevant title documents for both properties

4. Schedule D - Property Valuation: Independent valuation reports for both properties

5. Schedule E - Tax Certificates: Current tax declarations and tax clearances for both properties

6. Schedule F - Property Pictures: Recent photographs and visual documentation of both properties

7. Appendix 1 - Due Diligence Checklist: Checklist of required documents and verifications for both properties

8. Appendix 2 - Government Permits: Copies of relevant permits, certificates, and governmental approvals

9. Appendix 3 - Power of Attorney: If applicable, POA documents authorizing representatives to act on behalf of any party

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions


































Clauses



































Relevant Industries

Real Estate

Property Development

Construction

Agriculture (for land exchange)

Commercial Property

Residential Property

Industrial Property

Hospitality

Retail

Urban Development

Infrastructure

Relevant Teams

Legal

Real Estate

Property Management

Compliance

Tax

Finance

Business Development

Asset Management

Facilities Management

Risk Management

Corporate Services

Relevant Roles

Real Estate Manager

Property Development Director

Legal Counsel

Real Estate Broker

Property Valuer

Compliance Officer

Tax Manager

Land Registration Officer

Real Estate Attorney

Property Portfolio Manager

Asset Manager

Facilities Manager

Real Estate Investment Manager

Development Project Manager

Land Acquisition Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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