1) The short answer

Yes—foreign nationals may generally serve as directors of Philippine corporations, but the “yes” comes with important qualifiers:

Under the Revised Corporation Code (RCC), directors/trustees must meet qualification rules (share/membership ownership, disqualifications, and—critically—residency composition of the board).
Under the Foreign Investments Act (FIA), the key issue is usually not the director’s passport per se, but whether the business is fully open, partially nationalized, or prohibited/restricted to foreign participation. In nationalized or restricted sectors, the number and roles of foreign directors can be constrained by the Anti-Dummy Law, the Constitution, and sector-specific statutes/regulations.

This article explains the “all you need to know” landscape: the default rules, the big exceptions, and how they play out in real corporate setups.

2) The legal framework you must read together

A. Revised Corporation Code (RCC)

The RCC governs corporate formation, board composition, elections, fiduciary duties, and basic qualifications of directors/trustees and officers.

B. Foreign Investments Act (FIA)

The FIA sets the policy on foreign participation in Philippine businesses, including the concept of a “Philippine national”, “foreign-owned” enterprises, and the system of foreign equity restrictions (often implemented through the Foreign Investment Negative List, or FINL).

C. Related rules that often become decisive

Even if the RCC and FIA appear to allow a foreign director, these can impose limits:

1987 Constitution (especially on natural resources, land, public utilities, mass media, advertising, educational institutions, etc.)
Anti-Dummy Law (Commonwealth Act No. 108, as amended) — a major practical constraint on foreign directors/officers in nationalized activities
Sector-specific laws/regulators (e.g., banking, insurance, telecom/public utilities, retail trade, security agencies, etc.)
SEC rules (e.g., reporting, beneficial ownership disclosures, governance rules for publicly listed companies)

3) Baseline: Director qualifications under the Revised Corporation Code

A. Stock corporations: who can be a director?

As a rule, to be elected as a director of a Philippine stock corporation, a person must:

Own at least one (1) share of stock in their name in the books of the corporation (unless the corporation is a close corporation or other special cases where rules may vary by structure and documentation); and
Not be disqualified under the RCC and other applicable laws; and
Fit within the board’s residency composition requirement (explained below).

Nationality is not a general qualification for being a director under the RCC.

B. Nonstock corporations: who can be a trustee?

For a Philippine nonstock corporation, trustees generally must be members of the corporation (subject to the articles/bylaws).

Again, the RCC’s baseline is not “Filipino-only.”

C. The board residency rule (this is the RCC rule that most affects foreigners)

The RCC generally requires that a majority of the board be residents of the Philippines.

This is residency, not citizenship.
A foreign national who is a lawful resident in the Philippines can count toward the “resident majority.”
A foreign national living abroad can still be a director as long as the board still has a resident majority.

Practical impact: If you want several foreign directors, you must still keep at least a majority as Philippine residents (Filipino or foreign).

D. Disqualifications that apply regardless of nationality

The RCC contains disqualification rules (e.g., convictions of certain offenses, violations relating to corporate governance, and other statutory disqualifications). Sector regulators (like banks/insurance/publicly listed entities) may impose additional “fit and proper” standards.

4) Corporate officers: foreigners can be directors, but some officer roles are restricted

Even when a foreign national can be a director, they may not be allowed to hold certain officer positions due to RCC requirements.

Common RCC officer requirements include:

President: typically must be a director (so a foreigner can be president if they can be a director and if no sector rule requires a Filipino president).
Treasurer: typically must be a resident (not necessarily a Filipino citizen).
Corporate Secretary: commonly required to be a Filipino citizen and a resident of the Philippines.

Big takeaway: A foreign national is generally not eligible to be corporate secretary, even if they can be a director.

This matters in practice because many corporations want a foreign executive to “sign everything.” In the Philippines, the corporate secretary role is powerful for corporate acts and certifications—so you’ll often need a Filipino resident secretary even in foreign-owned structures.

5) What the Foreign Investments Act changes (and what it doesn’t)

A. The FIA usually doesn’t directly say “foreigners can/can’t be directors”

The FIA is primarily about foreign equity participation and what businesses foreigners may enter (and at what ownership percentages). It does not typically impose a universal “director nationality” rule across all industries.

B. The FIA’s classification affects whether foreigners can be directors in practice

The FIA interacts with other laws through these concepts:

Philippine national (generally: corporations at least 60% Filipino-owned, subject to the rules on “control” and beneficial ownership analysis in certain contexts)
Foreign-owned corporations (often: more than 40% foreign equity)
Restricted / nationalized activities under the Constitution, statutes, and the FINL

When an industry is fully open, the director question is mostly an RCC compliance exercise (share ownership + resident majority + disqualifications).

When an industry is partially nationalized, foreign directors become a governance and compliance question under the Anti-Dummy Law and sector rules.

6) The real gatekeeper in restricted industries: the Anti-Dummy Law

If your corporation engages in an activity where foreign participation is limited by law (e.g., 60/40 industries), the Anti-Dummy Law becomes crucial.

A. Proportional board limitation (core idea)

In partially nationalized activities, the Anti-Dummy Law is commonly understood and applied to mean:

Foreigners may sit on the board only in proportion to allowable foreign equity (e.g., if foreign ownership is capped at 40%, foreign directors should not exceed 40% of the board seats).

This proportionality principle is frequently the most operational constraint on foreign directors in nationalized sectors.

B. Management/control concerns

Even if foreigners are allowed as directors proportionate to equity, the Anti-Dummy Law and constitutional policy can restrict foreigners from intervening in the management, operation, administration, or control of nationalized activities beyond what the law allows.

Translation in corporate life: A board seat is one thing; running the show is another. In certain restricted sectors, putting foreigners into roles that effectively control operations (especially in core business functions) can create legal exposure—even if the shareholding looks compliant on paper.

C. Penalties are not theoretical

Violations can expose individuals and corporations to criminal and administrative consequences, and can jeopardize licenses/registrations.

7) Sector-by-sector reality: when nationality becomes a board issue

Below are the common “flashpoint” areas where foreign directors are most constrained—not because the RCC bans them, but because other laws do.

A. Constitutionally restricted areas (high sensitivity)

These typically include, among others:

Land ownership (corporations owning land generally must be at least 60% Filipino-owned; director composition must not undermine Filipino control)
Exploration, development, and utilization of natural resources (generally 60% Filipino ownership with strong control principles)
Public utilities / critical infrastructure (rules evolve by statute; compliance often goes beyond equity caps)
Mass media (traditionally treated as fully/near-fully reserved to Filipinos)
Advertising (commonly treated as partially nationalized)
Educational institutions (often have Filipino control/administration requirements)

In these, foreign directors may be limited by:

equity caps,
proportional board-seat limits, and
“control” / management constraints.

B. Statutory restricted industries (FINL and special laws)

The FINL and special laws can restrict:

retail trade (subject to capitalization and other requirements),
certain professional practices,
security-related services,
defense-related activities,
and other regulated businesses.

Director eligibility here depends on the specific statute/regulation.

C. Regulated financial institutions and listed companies

Banks, insurance companies, and publicly listed firms can face:

“fit and proper” tests,
independence requirements,
regulatory approval/notification rules,
and sometimes residency/citizenship rules for certain key positions.

Even where foreigners can serve, the approval process may be more stringent.

8) Foreign directors in practice: common structures and what to watch

Scenario 1: 100% foreign-owned corporation in a fully open industry

Typically:

Foreign nationals can serve as directors.
Keep majority resident directors (some may be resident foreigners).
Ensure each foreign director owns at least one share in their name (documented properly).
Corporate secretary still generally must be a Filipino resident citizen.

Scenario 2: 60/40 corporation (partially nationalized industry)

You must check:

equity compliance (60% Filipino ownership and “control” reality),
foreign director seats proportional to foreign equity (Anti-Dummy risk),
officer roles: avoid placing foreigners in roles that look like prohibited control of the nationalized activity,
regulator licensing requirements (if any).

Scenario 3: Foreign corporation doing business in the Philippines (branch)

A branch is not a domestic corporation with a Philippine board in the same way. Governance is usually through the foreign corporation’s own board, but the Philippine setup requires:

SEC registration,
resident agent,
authorized signatories,
and compliance with licensing and operational rules.

Scenario 4: One Person Corporation (OPC) with a foreign single stockholder

A foreigner can generally be the single stockholder (subject to foreign ownership restrictions of the business activity). If the foreign single stockholder is non-resident, special requirements often arise (e.g., resident agent and designated nominee/alternate nominee). Also:

OPC still needs core officers; and
the corporate secretary requirement typically remains sensitive (citizenship/residency).

9) Compliance checklist for appointing foreign nationals as directors

A. Under RCC (baseline corporate housekeeping)

Confirm the person can validly be a director/trustee under the RCC and the bylaws.
Ensure the director owns the required share (or membership status for nonstock).
Keep a majority resident board.
Run disqualification checks and document acceptance/consent to serve.
Properly record election in minutes and update the General Information Sheet (GIS) and other SEC filings.

B. Under FIA / restricted-sector rules (where applicable)

Determine if the activity is restricted and the applicable foreign equity cap.
Confirm compliance with the FINL and any special law.
If partially nationalized: apply the Anti-Dummy proportionality principle and control limitations.
Ensure governance and signing arrangements don’t create “foreign control” issues in practice.

C. Immigration and labor reality (often forgotten)

A foreign director does not automatically have the right to work in the Philippines. Depending on what they actually do:

They may need an appropriate visa/status,
possibly an employment permit or authority to work if they perform executive/managerial functions regularly in-country.

Board attendance and governance oversight is one thing; day-to-day operational management is another.

10) Frequently asked questions

Can a foreign national be the majority of the board?

Not if it breaks the RCC rule requiring a majority of directors to be Philippine residents. Also, in restricted industries, foreign-majority boards can create control and Anti-Dummy issues even if residency is met.

Can a foreign director sign corporate documents?

Yes, if authorized by board resolutions and internal signatory rules—but for restricted industries, be careful that the signing/authority structure does not amount to prohibited control.

Can a foreign national be corporate secretary?

Generally, no—the corporate secretary is typically required to be a Filipino citizen and Philippine resident.

Does having foreign directors make a corporation “foreign-owned” under FIA?

No. Under FIA concepts, classification is primarily about equity ownership (and related control/beneficial ownership analyses), not about the directors’ nationalities—though governance facts can be relevant to “control” assessments in sensitive sectors.

If foreigners own 40%, can they take 40% of board seats?

That is the usual compliance position in nationalized activities to align with Anti-Dummy risk management (subject to any stricter sectoral rule).

11) Key takeaways

RCC default: Foreigners can be directors if they meet share/membership requirements, are not disqualified, and the board maintains a majority of Philippine residents.
FIA default: It’s mainly about whether the business is open or restricted; nationality of directors is usually secondary to ownership caps.
Restricted industries: The real constraints typically come from the Constitution, FINL/special laws, and the Anti-Dummy Law—especially the proportionality and “control” concerns.
Officer roles matter: A foreigner may be a director and even president in many cases, but the corporate secretary role is generally reserved to a Filipino resident citizen, and “control” roles can be sensitive in nationalized activities.

General information only; not legal advice. For an actual appointment or restructuring (especially in restricted sectors), the correct answer depends on the specific business activity, licensing regime, ownership chain, and governance design.