A foreign director of a Philippine corporation cannot serve as corporate secretary, because the corporate secretary must be both a Philippine citizen and a Philippine resident. The same foreign director may serve as treasurer if the person genuinely resides in the Philippines, the corporation’s bylaws permit the appointment, and no nationality, immigration, labor, or industry-specific rule prohibits it. The answer becomes more restrictive when the corporation operates in a nationalized or partly nationalized industry.

Corporate Secretary vs. Treasurer: The Basic Rule

Section 24 of the Revised Corporation Code of the Philippines, Republic Act No. 11232, requires every corporation to elect:

A president, who must be a director;
A treasurer, who must be a resident;
A corporate secretary, who must be a Philippine citizen and resident; and
Other officers required by the bylaws.

The distinction is important:

Position	May a foreign national hold it?	Main requirement
Director	Generally yes	Must own at least one registered share, subject to foreign ownership restrictions
President	Generally yes	Must also be a director
Corporate secretary	No	Must be a Philippine citizen and resident
Treasurer	Yes, in principle	Must be a resident of the Philippines
Compliance officer	Depends	Additional rules apply to corporations vested with public interest

The same person may hold two or more corporate positions, but no one may serve as both:

President and corporate secretary; or
President and treasurer.

These rules appear directly in Sections 22 to 24 of RA 11232.

Can a Foreign Director Be the Corporate Secretary?

No. A foreign director cannot be elected as the statutory corporate secretary of a Philippine domestic corporation.

The law requires the corporate secretary to satisfy two separate qualifications:

Philippine citizenship; and
Residence in the Philippines.

A permanent resident visa, marriage to a Filipino, an Alien Certificate of Registration card, or many years of residence in the Philippines does not turn a foreign citizen into a Philippine citizen.

This means that the following persons generally cannot serve as corporate secretary:

A foreign director living permanently in Manila;
A foreign investor married to a Filipino;
A foreign national holding a 13(a), 9(g), Special Resident Retiree’s Visa, or other Philippine visa;
A foreign lawyer qualified in another country;
A former Filipino who lost Philippine citizenship and has not validly reacquired it.

A dual citizen may qualify if the person validly possesses or has reacquired Philippine citizenship and actually resides in the Philippines.

Does the corporate secretary have to be a lawyer?

For an ordinary private corporation, the Revised Corporation Code does not generally require the corporate secretary to be a lawyer or certified public accountant. The person must, however, be competent to maintain corporate records, prepare certifications and minutes, issue meeting notices, preserve the stock and transfer book or membership records, and comply with SEC filing requirements.

Corporations subject to special regulatory or corporate-governance rules may face additional experience, independence, training, or fitness requirements. An older SEC opinion also confirms that citizenship and residence, rather than membership in the Philippine Bar, are the basic statutory qualifications for an ordinary corporate secretary. (SEC Appointment System)

Can the foreigner be called an “assistant corporate secretary”?

A corporation may create additional positions in its bylaws, but relabeling a foreigner as “assistant corporate secretary” does not solve the problem if that person is actually performing the statutory role of corporate secretary.

The duly elected Filipino corporate secretary should genuinely perform and take responsibility for the position. The corporation should not use a nominal Filipino secretary while allowing the foreigner to exercise the office in substance.

Can a Foreign Director Be the Treasurer?

Yes, a foreign director may generally serve as treasurer because Section 24 requires the treasurer to be a resident, but does not require Philippine citizenship.

The appointment remains subject to several conditions.

1. The foreign director must genuinely reside in the Philippines

A residence address should reflect the person’s real Philippine residence, not merely:

The corporation’s registered office;
A law firm or accounting office;
A hotel used during occasional visits;
A condominium owned but not actually occupied; or
A local address used only for SEC paperwork.

The Revised Corporation Code does not expressly require the treasurer to hold a particular immigration category. Nevertheless, the person’s passport, visa, Alien Certificate of Registration, address records, General Information Sheet and employment documents should present a consistent picture of actual Philippine residence.

A foreign director who lives in Singapore, Hong Kong, Japan, the United States or Europe and visits the Philippines only for quarterly meetings will ordinarily have difficulty satisfying the residence requirement.

2. The foreigner must not also serve as president and treasurer

A foreign director may be:

Director and treasurer; or
Director and president.

But the same person cannot simultaneously be president and treasurer, unless a specific provision of law expressly allows it.

This restriction frequently affects small foreign-owned companies that want one expatriate founder to hold every senior position.

3. The bylaws must not impose stricter qualifications

Corporate bylaws may establish qualifications, duties and procedures for corporate officers, provided they do not conflict with law.

For example, the bylaws may require the treasurer to:

Have a finance or accounting background;
Be appointed for a fixed term;
Post an internal fidelity bond;
Obtain board approval before releasing funds; or
Be prohibited from holding certain other positions.

The board should review the bylaws before making the appointment.

4. The corporation’s business must allow foreign participation

The general rule under RA 11232 does not override constitutional or statutory nationality restrictions.

The corporation should check:

The 1987 Constitution;
The Foreign Investments Act, as amended by RA 11647;
Special laws governing its industry;
The Thirteenth Regular Foreign Investment Negative List under Executive Order No. 113, series of 2026; and
Rules of the SEC, Bangko Sentral ng Pilipinas, Insurance Commission, Philippine Competition Commission or other applicable regulator.

Foreign investment may generally reach 100% in activities that are not reserved or restricted. Reserved and partly nationalized activities are treated differently. (Lawphil)

The Anti-Dummy Law Can Change the Answer

The most serious complication arises when the corporation engages in a business reserved wholly or partly to Filipinos.

Commonwealth Act No. 108, known as the Anti-Dummy Law, prohibits arrangements that allow an unqualified foreigner to intervene in the management, operation, administration or control of a nationalized business as an officer, employee or laborer, subject to limited statutory exceptions.

Foreigners may sit on the board of a corporation engaged in a partly nationalized activity only in proportion to their allowable participation in the corporation’s capital. That board-seat allowance does not automatically authorize the foreigner to become treasurer or another management officer. (Lawphil)

Example: Landholding corporation

Suppose a corporation owns private land in the Philippines. Because constitutional nationality restrictions apply to land ownership, foreign ownership and control must remain within the allowable limits.

A foreign shareholder may possibly occupy an authorized proportional board seat. Appointing that foreign director as treasurer is a separate issue because the treasurer exercises responsibility over corporate funds and participates in management. The appointment may violate the Anti-Dummy Law even though the person is legally entitled to sit on the board.

Example: Fully foreign-owned IT company

A Philippine domestic corporation engaged in an unrestricted IT or business-process service may be 100% foreign-owned, subject to applicable capitalization and registration rules. A foreign director who actually lives in Makati or Cebu may generally be elected treasurer, provided the person complies with immigration and labor requirements and does not simultaneously serve as president.

Practical rule for restricted industries

Before appointing a foreign treasurer, obtain a clear determination of:

The corporation’s exact primary and secondary purposes;
Whether any purpose appears in the current Foreign Investment Negative List;
Whether the company holds a secondary license;
Whether foreign officers are restricted by a special law or regulator; and
Whether the appointment could be viewed as foreign intervention in management.

The Anti-Dummy Law carries criminal and corporate consequences. It should not be treated as a technical SEC filing issue.

Director and Corporate Officer Are Different Roles

A director and a corporate officer do not hold the same legal position.

A director sits on the board and participates in collective policy decisions. In a stock corporation, a director must own at least one share registered in the corporation’s books.

A corporate officer, such as the president, treasurer or corporate secretary, manages the corporation and performs duties assigned by law, the bylaws and board resolutions.

A foreign national who attends meetings and votes only as a director may have different labor and immigration requirements from a foreigner who serves as treasurer and handles daily financial operations.

Board meetings may be conducted inside or outside the Philippines, and directors may participate through remote communication. Directors cannot vote by proxy at board meetings. The election of officers requires the vote of a majority of all members of the board, not merely a majority of the directors present at a meeting.

Work Permit and Immigration Requirements for a Foreign Treasurer

Being legally eligible under the Revised Corporation Code does not automatically authorize a foreigner to work in the Philippines.

The corporation must separately consider:

Department of Labor and Employment requirements;
Bureau of Immigration requirements;
The foreigner’s existing visa status;
Whether a Certificate of Exclusion or Alien Employment Permit is required; and
Whether the person will receive salary, allowances or other compensation.

Certificate of Exclusion from the Alien Employment Permit

Under DOLE Department Order No. 248, series of 2025, as supplemented by Department Order No. 248-A, certain foreign nationals are excluded from the regular Alien Employment Permit requirement.

The exclusions include:

A member of the governing board who has voting rights only and does not intervene in management or day-to-day operations; and
A president or treasurer who is a part-owner of the corporation, subject to the Anti-Dummy Law and other applicable restrictions.

A foreign director elected as treasurer is normally a part-owner because a director of a stock corporation must own at least one registered share. The company should nevertheless apply for the appropriate Certificate of Exclusion rather than simply assuming that no DOLE documentation is needed. (BWC)

As reflected in DOLE’s 2026 Citizens’ Charter, the published processing fee for a Certificate of Exclusion is ₱2,000 per application, with a stated processing period of roughly three working days after complete requirements and payment. Actual release may take longer when documents are incomplete, the General Information Sheet has not been updated, or the application raises nationality issues. (Department of Labor and Employment)

A DOLE exclusion is not a visa

A Certificate of Exclusion from the AEP does not by itself give the foreign officer permission to stay or work under Philippine immigration law.

Depending on the person’s duties and circumstances, the corporation may need to coordinate with the Bureau of Immigration regarding:

A pre-arranged employment visa under Section 9(g) of the Philippine Immigration Act;
A Provisional Work Permit while a 9(g) application is pending;
A treaty investor, special investor, permanent resident or other appropriate status;
Amendment of an existing visa when the employer or position changes; and
Downgrading or cancellation when the appointment ends.

The Supreme Court has emphasized that employment authorization and immigration authorization are separate requirements. A foreign national should not rely solely on an SEC appointment or employment contract. (Lawphil)

How to Appoint a Foreign Director as Treasurer

1. Review the corporation’s activity and ownership structure

Confirm that:

The primary and secondary purposes permit the existing foreign ownership;
The foreign director’s shareholding is lawful;
The company is not operating in a nationalized activity that prohibits a foreign management officer; and
Any secondary regulator permits the appointment.

2. Confirm the director’s Philippine residence

Collect records showing actual residence, such as:

Passport and current visa;
Alien Certificate of Registration card, when applicable;
Lease agreement or proof of residential address;
Utility, banking or government correspondence;
Philippine contact details; and
Tax identification information where required.

The evidence should be consistent with the residence address entered in the SEC General Information Sheet.

3. Review the articles and bylaws

Check:

Qualifications for treasurer;
Term of office;
Rules on concurrent positions;
Notice and quorum requirements;
Required board vote; and
Financial authority or bonding requirements.

4. Convene a valid board meeting

The board should receive proper notice and approve the election by the vote required under Section 52 of RA 11232. For the election of corporate officers, the vote of a majority of the entire board is required.

The minutes should identify:

The date, time and place or electronic platform;
Directors present and absent;
Confirmation of quorum;
The resolution electing the treasurer;
The term and authority of the treasurer;
The officer’s acceptance; and
Any limitation on signing or disbursement authority.

5. Prepare the corporate records

The usual documents include:

Document	Purpose
Board minutes or board resolution	Proves valid election
Secretary’s certificate	Certifies the board action
Written acceptance	Confirms acceptance of the office
Passport and immigration documents	Establish identity and status
Proof of Philippine residence	Supports the statutory residency requirement
Updated or amended GIS	Reports the new officer to the SEC
DOLE request and supporting papers	Supports the Certificate of Exclusion or AEP application
Bank resolutions and signature cards	Updates account authority
BIR and payroll records	Addresses tax and compensation reporting

6. Report the election to the SEC

Section 25 of RA 11232 requires the corporation to report the names, nationalities, shareholdings and residence addresses of elected directors, trustees and officers within 30 days after their election.

If the former treasurer resigned, died or otherwise ceased to hold office, the corporation must report the cessation in writing within seven days from knowledge of that fact.

For a change occurring between annual meetings, the corporation should submit an amended General Information Sheet through the SEC’s electronic filing system. The SEC’s current eFAST guidance requires an amended GIS for changes arising between annual meetings and instructs filers to upload the required notarized and PDF-converted documents as a single compliant submission. (SEC eFAST)

7. Complete DOLE and immigration processing

For a part-owner foreign treasurer, the DOLE application commonly requires:

The prescribed request form;
Passport identification pages;
Proof of lawful status or admission;
Board resolution or appointment document;
Certified true copy of the updated GIS showing the person’s ownership and office;
Corporate registration documents; and
Proof of payment.

DOLE regional offices may request additional documents where the corporate ownership, exact duties or eligibility for exclusion is unclear. (Department of Labor and Employment)

8. Update banks, tax records and operational authority

After the appointment, update:

Corporate bank mandates;
Online banking access;
Check-signing rules;
BIR registration and withholding arrangements;
Payroll records, if the treasurer is compensated;
Internal accounting authority; and
Contracts or powers of attorney relying on the former treasurer’s signature.

Banks often conduct their own know-your-customer and beneficial-ownership review. An SEC-filed GIS does not automatically guarantee immediate bank approval.

Documents Signed Abroad

Foreign directors frequently sign consents, affidavits, powers of attorney or board documents while outside the Philippines.

A document notarized in a country that is a party to the Apostille Convention will ordinarily need an apostille from that country’s competent authority before use in the Philippines. For documents originating from a non-Apostille country, Philippine consular authentication or the applicable legalization process may still be required.

Documents written in another language should normally be accompanied by an English translation acceptable to the receiving agency. (Philippine Embassy New Delhi)

One Person Corporations Owned by Foreigners

A foreign natural person may establish a One Person Corporation, subject to foreign ownership restrictions and the rules governing the intended activity.

The single stockholder automatically serves as sole director and president. However:

The single stockholder cannot serve as corporate secretary;
The corporation must appoint its treasurer and corporate secretary within 15 days from issuance of the certificate of incorporation;
The SEC must be notified within five days from appointment; and
A single stockholder who appoints himself or herself as treasurer must post a bond and execute a written undertaking regarding administration of corporate funds.

The bond must be renewed every two years or as often as the SEC requires. A foreign single stockholder who wishes to become treasurer must still satisfy the Philippine residency requirement.

A Philippine Subsidiary Is Different From a Foreign Branch

The citizenship rule discussed above principally concerns a Philippine domestic corporation, including a Philippine subsidiary of a foreign company.

A foreign corporation licensed to operate through a Philippine branch remains organized under the law of its home country. It does not become a Philippine domestic corporation merely because it has an SEC license.

A licensed foreign corporation must appoint a Philippine resident agent for service of summons and legal processes. The resident agent may be:

An individual residing in the Philippines; or
A Philippine domestic corporation lawfully doing business in the country.

The resident agent is not automatically the corporate secretary or treasurer. A foreign corporation’s home-office secretary may be a foreign national if permitted by its governing foreign law, but the branch must still comply with Philippine licensing, resident-agent, labor, tax and immigration rules.

Common Mistakes to Avoid

Appointing a permanent resident alien as corporate secretary

Permanent residence satisfies neither the citizenship requirement nor any equivalent exception. The secretary must be a Philippine citizen and resident.

Treating a Philippine office address as proof of residence

The treasurer’s residence address should reflect actual residence. An office address or temporary hotel accommodation may trigger questions from the SEC, DOLE, Bureau of Immigration or a bank.

Making the foreign founder president and treasurer

The Revised Corporation Code expressly prohibits one person from acting as president and treasurer at the same time.

Ignoring the Anti-Dummy Law

A foreign board seat in a partly nationalized corporation does not automatically permit the foreign director to become treasurer, general manager or another operating officer.

Assuming that no AEP means no DOLE filing

A part-owner foreign treasurer may be excluded from the AEP requirement, but the proper Certificate of Exclusion should be obtained and kept with the corporation’s compliance records.

Starting work before resolving immigration status

An SEC appointment, DOLE certificate and immigration authorization serve different functions. The company should verify all three before allowing the foreign treasurer to perform operational duties.

Failing to file an amended GIS

A midyear change of treasurer should be reflected in the corporation’s SEC records. An outdated GIS can delay bank transactions, visa processing, government bidding, licensing and due-diligence reviews.

Frequently Asked Questions

Can a foreign permanent resident serve as corporate secretary?

No. Permanent residence does not replace the statutory requirement of Philippine citizenship. The person must be both a Filipino citizen and a Philippine resident.

Can a foreign director who lives abroad serve as treasurer?

Generally, no. The treasurer must be a resident of the Philippines. Occasional visits, remote work and attendance at online board meetings do not necessarily establish Philippine residence.

Can a foreign director be both director and treasurer?

Yes, provided the person is a lawful director, resides in the Philippines, complies with the bylaws and is not prohibited by nationality or industry-specific rules.

Can the foreign director be both president and treasurer?

No. Section 24 of RA 11232 prohibits one person from acting as president and treasurer at the same time.

Does the treasurer have to be a CPA?

The Revised Corporation Code does not generally require an ordinary corporate treasurer to be a certified public accountant. The bylaws or a special regulator may impose additional qualifications.

Must a treasurer own shares in the corporation?

A treasurer does not have to be a shareholder merely because of the treasurer position. However, a person who is also a director of a stock corporation must own at least one share registered in the corporation’s books.

Does a foreign treasurer need an Alien Employment Permit?

A foreign president or treasurer who is a part-owner may qualify for a Certificate of Exclusion from the AEP under current DOLE rules. Eligibility should be documented through the proper DOLE application. Other foreign treasurers may need an AEP or another applicable authorization.

Can a foreigner who reacquired Philippine citizenship become corporate secretary?

Yes, provided the reacquisition or retention of Philippine citizenship is legally valid and the person actually resides in the Philippines. Citizenship documents should be available for SEC and corporate records.

Can a foreign owner of a One Person Corporation be treasurer?

Yes, if the foreign owner resides in the Philippines and satisfies all applicable nationality, immigration and labor rules. A self-appointed OPC treasurer must also provide the required bond and written undertaking. The owner cannot serve as corporate secretary.

Can the foreign parent company appoint its overseas CFO as treasurer of the Philippine subsidiary?

Only if the overseas CFO becomes a validly elected treasurer and genuinely resides in the Philippines. An executive who remains based abroad should ordinarily not be named as the Philippine subsidiary’s statutory treasurer.

Key Takeaways

A foreign director cannot be corporate secretary because the secretary must be a Philippine citizen and resident.
A foreign director may generally be treasurer if the person actually resides in the Philippines.
A person cannot simultaneously serve as president and treasurer.
Foreign directors must still comply with lawful share ownership and industry nationality limits.
In nationalized or partly nationalized activities, the Anti-Dummy Law may prohibit a foreign director from serving as treasurer even when a proportional foreign board seat is allowed.
A part-owner foreign treasurer may qualify for a DOLE Certificate of Exclusion, but DOLE documentation and immigration authorization remain separate matters.
The election should be properly approved by the board, recorded in the minutes and reported to the SEC within the applicable periods.
A foreign OPC owner may serve as treasurer if resident and properly bonded, but cannot serve as corporate secretary.