Introduction

In Philippine corporate practice, it is extremely common for the Corporate Secretary to also be a member of the Board of Directors. The simultaneous holding of these two positions is not only permitted but is, in fact, the prevailing arrangement in the majority of Philippine corporations, particularly in closely-held and family corporations. This article comprehensively examines the legal basis, requirements, limitations, and practical implications of a Corporate Secretary concurrently serving as a director under the Revised Corporation Code of the Philippines (Republic Act No. 11232).

Governing Law: The Revised Corporation Code

The primary source of the rules is Section 25 of the Revised Corporation Code:

“Immediately after their election, the directors of a corporation must formally organize by the election of a president, who shall be a director, a treasurer who may or may not be a director, a secretary who shall be a resident and citizen of the Philippines, and such other officers as may be provided for in the by-laws.

Two (2) or more positions may be held concurrently by the same person, except that no one shall act as president and secretary or as president and treasurer at the same time.”

This provision is substantially identical to the old Corporation Code (B.P. Blg. 68) provision and has been consistently interpreted by the Securities and Exchange Commission (SEC) for decades.

Key Rules Derived from Section 25

The Corporate Secretary must be a Filipino citizen and a resident of the Philippines.
This is a mandatory statutory requirement. A non-resident or foreign national cannot validly hold the position of Corporate Secretary.
The President must be a director.
The Treasurer may or may not be a director.
One person may hold two or more positions concurrently, subject only to the express prohibition that the same person cannot be both President and Secretary (or President and Treasurer) at the same time.

Legal Effect on the Corporate Secretary-Director Combination

From the express language of Section 25, the only prohibited concurrent positions involving the Corporate Secretary are:

President + Corporate Secretary
President + Treasurer

There is no prohibition whatsoever against:

Corporate Secretary + Director (non-President)
Corporate Secretary + Chairman of the Board
Corporate Secretary + Independent Director
Corporate Secretary + any other directorship position

Therefore, the Corporate Secretary is fully eligible to be elected as a member of the Board of Directors, provided he or she meets the general qualifications and is not disqualified under Section 27 of the Revised Corporation Code.

Qualifications Required for a Corporate Secretary to Also Serve as Director

The person must satisfy both sets of requirements simultaneously:

For Corporate Secretary (Section 25):

Natural person
Filipino citizen
Resident of the Philippines

For Director (Sections 23, 24, and 27):

Natural person of legal age
Must own at least one (1) share in his/her own name (in stock corporations) or be a member (in non-stock corporations)
Not disqualified under Section 27 (e.g., conviction for crimes involving moral turpitude, violation of the Corporation Code committed within five years prior to election, etc.)

Since the Corporate Secretary is already required to be a Filipino citizen and resident, the nationality and residency requirements for directors in partially nationalized industries (e.g., mass media, land ownership, public utilities) will not pose an additional hurdle in most cases.

Application to Different Types of Corporations

Ordinary Stock and Non-Stock Corporations

Fully allowed. The vast majority of Philippine corporations list their Corporate Secretary as a director in their General Information Sheet (GIS).

One Person Corporations (OPCs)

Under Sections 115–131 of the RCC, the single stockholder is the sole director and president. The OPC is required to appoint a Corporate Secretary who is a separate natural person (i.e., cannot be the single stockholder himself/herself) precisely because the president cannot also be the secretary (Section 25 prohibition).
Thus, in an OPC, the Corporate Secretary cannot be a director because there is only one director (the single stockholder who is also president).

Publicly-Listed Companies and Public Interest Companies

The Revised Corporation Code, the Securities Regulation Code (SRC), and the SEC’s Code of Corporate Governance for Publicly-Listed Companies (SEC Memorandum Circular No. 19, Series of 2016, as amended) contain no prohibition against the Corporate Secretary being a director.
In fact, many PLCs have their Corporate Secretary as an executive director or non-executive director. The ASEAN Corporate Governance Scorecard even recognizes the practice positively in certain circumstances when the secretary provides strong support to the board.

However, best-practice recommendations (though not mandatory) suggest that in PLCs the Corporate Secretary should ideally be separate from the board to enhance independence in board processes, but this remains a recommendation only.

SEC Opinions and Consistent Interpretation

The SEC has repeatedly confirmed over the decades (in numerous opinions dating back to the 1990s and continuing under the Revised Corporation Code) that:

There is no legal impediment to the Corporate Secretary being a member of the Board of Directors.
The only absolute prohibition is the President–Secretary and President–Treasurer combination.
The practice of having the Corporate Secretary as a director is valid and common.

The SEC’s standard GIS form explicitly contemplates this by providing columns for officers to indicate whether they are also directors.

Practical Advantages of Having the Corporate Secretary as a Director

Better appreciation of board deliberations, leading to more accurate minutes.
Direct access to board discussions and immediate clarification of matters.
Enhanced ability to advise the board on governance and compliance issues in real time.
Cost efficiency, especially in small and medium corporations.

Potential Disadvantages or Governance Concerns (Non-Mandatory)

Some institutional investors and proxy advisory firms mildly frown upon the Corporate Secretary being an executive director (but not a non-executive or independent director) because it may reduce the perceived independence of the minute-taking and governance compliance function. Again, this is a governance preference, not a legal requirement.

Conclusion

Under Philippine law, the Corporate Secretary is not only eligible but is expressly permitted to serve simultaneously as a member of the Board of Directors. The sole statutory limitation is that the same person cannot be President and Corporate Secretary at the same time. In all other cases — whether as Chairman, Vice-Chairman, executive director, non-executive director, or independent director — the combination is legally valid, widely practiced, and consistently upheld by the Securities and Exchange Commission.

This position has remained unchanged from the old Corporation Code through the Revised Corporation Code and continues to be the prevailing rule as of December 2025.