Qualifications for Homeowners-Association (HOA) Directors in the Philippines
A practical‐legal guide under Republic Act 9904, its Implementing Rules, and related regulations
1. The legal framework
| Primary Source | Key Provisions on Directors |
|---|---|
| Republic Act 9904 (“Magna Carta for Homeowners and Homeowners Associations”) | §7-8 (Rights/Duties of Members), §11(a)-(f) (Qualifications & Disqualifications), §14-17 (Elections, Term, Vacancies) |
| 2011 Implementing Rules & Regulations (IRR) of R.A. 9904 | Rule III §§9-12 (Qualification, Inhibition, Removal), Rule V (Elections) |
| Revised Corporation Code, R.A. 11232 (subsidiary) | Title III (Boards, Meetings, Records) applies “in a suppletory manner” when the Magna Carta and by-laws are silent |
| DHSUD/HLURB model by-laws & circulars | Standard residency tests, independent COMELEC rules, penalty schedules |
Hierarchy: Magna Carta → its IRR → HOA-by-laws/house rules → RCC (gap-filler) → customary practice.
2. Core statutory qualifications
Bona-fide membership.
- Must be the registered owner, buyer on installment, or long-term lessee of a lot/unit within the subdivision or condominium.
- Corporate owners may field one natural-person alternately designated by board resolution.
Good standing.
- No arrears in association dues, assessments, or penalties as of record date of candidacy.
- No outstanding violation notice of deed restrictions or house rules that remains uncured after final demand.
Legal capacity.
- At least 18 years old, of sound mind, and not otherwise incapacitated under the Civil Code or guardianship laws.
Residency (typical by-law requirement).
- R.A. 9904 is silent, but most DHSUD-approved by-laws require at least six (6) months of actual residence in the subdivision/condo immediately preceding election.
- Some condominiums waive residency for commercial-unit owners yet insist for the president or treasurer.
One seat per lot/unit.
- Where spouses or co-owners exist, they must designate only one nominee to run or sit on the board.
Citizenship.
- Neither the Magna Carta nor the RCC demands Filipino citizenship. HOA by-laws may, however, adopt a 60 % Filipino-composition rule to mirror foreign-ownership caps on land.
3. Disqualifications (express under §11 R.A. 9904 and Rule III IRR)
| Disqualification | Statutory Basis | Notes |
|---|---|---|
| Final judgment of a crime involving moral turpitude | §11(a) | Includes estafa, theft, falsification. Absolute; pardon lifts it. |
| Unsatisfied money judgment against the Association | §11(b) | Until debt is settled or compromised. |
| Breach of confidentiality or gross misconduct as prior director/employee | §11(c) | Proven in an administrative/HLURB proceeding. |
| Removal from office as director within past 2 fiscal years | §11(d) | If removed for cause (e.g., fiduciary breach). |
| Conflict of interest | §11(e) / Rule III §11 | Owning/significant interest in a supplier or contractor of the HOA, unless fully disclosed and board places bidder ineligible. |
| Delinquency in dues for > 60 days | §11(f) plus good-standing rule | Automatically cured upon full payment before proclamation. |
❖ By-laws may add—e.g., prohibition on candidates with “pending demolition orders” for illegal structures, or those sued by the HOA. Such additions must be reasonable and filed with DHSUD.
4. Nomination, screening, and COMELEC
Call for nominations at least 15 days before scheduled election (Rule V §4 IRR).
Committee on Elections (COMELEC)—independent three-member body appointed by the sitting board; disqualified persons and current directors may not serve.
Verification checklist issued by DHSUD enumerates the specific documentary proofs:
- Latest official receipt of dues;
- Transfer Certificate of Title or contract to sell;
- Government-issued ID showing age and address;
- Notarized sworn declaration of no disqualification.
5. Term, staggering, and re-election
| Matter | Default rule under R.A. 9904 | Typical HOA by-laws |
|---|---|---|
| Term length | 2 years, unless by-laws fix one (1) year (§14) | Majority keep 2-year terms |
| Staggering | ½ of the board elected yearly to ensure continuity (§15) | Implemented by drawing lots or votes cast for the top half longest terms |
| Limit on consecutive terms | Not in the statute | Many by-laws impose two consecutive terms cap |
| Hold-over | Directors remain until successors are duly elected/qualified (§16) | Mirrors RCC §22 |
6. Vacancies and mid-term replacements
- Cessation of membership (sale, donation, dacion of the lot/unit) automatically vacates the seat.
- Board may fill a vacancy by majority vote for the unexpired portion unless remaining directors fall below quorum, in which case a special election is mandatory within 60 days (Rule V §13).
- Replacement must possess all qualifications and none of the disqualifications at the time of assumption.
7. Fiduciary and continuing obligations
- Conflict-of-interest avoidance—directors must disclose and abstain from voting on any transaction where they or their relatives (4th civil degree) have an interest.
- Mandatory record-keeping & transparency—board to keep books open for inspection during business hours, provide annual audited financial statements, and submit GFIS to DHSUD within 30 days after fiscal year-end.
- Training & accreditation—DHSUD Circular 2021-003 encourages (not yet compels) directors to attend good-governance seminars; some LGUs make it a condition for barangay-LGU grants.
- Data-privacy compliance—Directors are “personal information controllers” under the Data Privacy Act of 2012; failure to safeguard the membership directory can trigger NPC fines.
8. 10 common practical pitfalls
| Pitfall | Preventive Tip |
|---|---|
| Running while spouse already sits on the board | Remember the “one seat per unit” doctrine. |
| Paying arrears after canvassing but before proclamation | Pay before candidacy filing to avoid disqualification protests. |
| Corporate lot owner naming rotating alternates mid-term | Only one officially designated representative per board year. |
| Allowing developer’s employees to run post-turnover | Developer loses board control one year after turnover; their nominees become ineligible. |
| Misreading “crime of moral turpitude” | Seek NBI Clearance and secure a certificate of non-conviction if in doubt. |
| Failure to comply with staggering | Elect full board in Year 1, then draw lots for 1-year and 2-year terms. |
| Non-residents controlling gated subdivisions | Insert a 6-month residency clause in the by-laws and enforce strictly. |
| Electing directors during the pandemic without hybrid rules | Follow DHSUD Memo 2020-12 on electronic voting; amend by-laws to institutionalize e-elections. |
| Sitting director sells lot but stays on | Seat vacates automatically; buyer cannot “inherit” the seat. |
| Collecting proxy votes beyond one per member | R.A. 9904 allows proxy, but by-laws often cap at five (5) proxies to avoid block voting. |
9. 2024-2025 noteworthy rulings (DHSUD Adjudication Commission)
Parkville HOA vs. Cruz (DAC Case 23-014, Jan 2024) Holding: COMELEC correctly disqualified a candidate over ₱4,600 arrears posted three days before election—even though cleared on election day—because the good-standing snapshot is reckoned “at the close of nominations,” not at canvass.
Regency Condominiums HOA vs. Reyes (DAC Case 24-031, April 2025) Holding: A director who failed to disclose her husband’s landscaping contract was removed for conflict of interest; the board’s acceptance of her abstention was insufficient absent prior disclosure in the notice of meeting.
10. Interaction with the Revised Corporation Code
| Aspect | RCC Provision | Application to HOAs |
|---|---|---|
| Quorum to transact | §24: majority of board | Same, unless by-laws set supermajority for major capital projects. |
| Action by written consent | §16 | Permits e-mail resolutions if by-laws allow. |
| Inspection rights | §73 | Superseded by §7-9 R.A. 9904 (broader). |
| Derivative suits | §94 | Members may sue directors for breach of fiduciary duty in the name of HOA. |
11. Drafting your own by-law qualification clause (model text)
“No member may be nominated or elected as Director unless he/she (a) is the registered owner, buyer-instalment payor, or corporate representative of a unit/lot within XXX Subdivision; (b) is at least 18 years of age and in good standing as of the Record Date; (c) has actually resided in the subdivision for at least six (6) consecutive months immediately prior to election; (d) possesses none of the disqualifications enumerated in §11, R.A. 9904 and Rule III of its IRR; and (e) is not the spouse, co-owner, or household member of another incumbent Director or nominee.”
12. Key take-aways
- Membership, good standing, and integrity are the three non-negotiables.
- Your by-laws may refine but never contradict R.A. 9904 or its IRR.
- Screen candidacies early through an impartial COMELEC to avoid postelection protests.
- Directors carry statutory fiduciary, reporting, and transparency duties—beyond simply running the subdivision.
- Continuous education and compliance with evolving DHSUD circulars, data-privacy, and anti-money-laundering rules is fast becoming best practice.
Suggested next steps for HOAs
- Audit your existing by-laws for alignment with these statutory qualifications.
- Train a standing COMELEC pool using DHSUD’s 2024 Election Manual.
- Consider a board-orientation program for first-time directors, emphasizing conflicts of interest, financial stewardship, and homeowners’ procedural rights.
With a clear grasp of the qualifications—and the traps to avoid—associations can build boards that are not only legally compliant but genuinely representative and effective stewards of their communities.