A condominium corporation in the Philippines is more than the building’s administrative office. It is the legal entity that usually holds or manages the common areas, collects assessments, maintains corporate records, conducts owner meetings, and enforces the project’s registered restrictions. Its board cannot simply make rules based on convenience: every decision must comply with the Condominium Act, the Revised Corporation Code, the registered master deed and declaration of restrictions, and the corporation’s articles and bylaws.

What Is a Condominium Corporation?

Under the Condominium Act, Republic Act No. 4726, a condominium consists of:

A separately owned unit, such as an apartment, office, or commercial space; and
An undivided interest in the land and other common areas, held either directly by the unit owners or indirectly through a condominium corporation.

Where a condominium corporation holds the common areas, each unit owner becomes a member or stockholder through the ownership interest attached to the unit. That membership cannot ordinarily be sold, assigned, or transferred separately from the unit. Once a person ceases to own the unit, that person also ceases to be a member or stockholder of the condominium corporation. (Lawphil)

For current SEC registration purposes, a condominium corporation is generally processed as a non-stock corporation. Older projects, however, may use a stock or membership structure depending on their registered documents. The actual Certificate of Incorporation, articles, master deed, and declaration of restrictions should always be examined before assuming how voting rights work. (Esparc)

A buyer under an installment contract does not necessarily become a corporate member immediately. In Sunset View Condominium Corporation v. Campos, the Supreme Court explained that ownership—and therefore the attached corporate membership or shareholding—may pass only upon full payment and conveyance if that is what the master deed and contract provide. (Lawphil)

The Main Laws Governing Condominium Corporations

Several laws operate together. The SEC handles the corporate side, while other agencies regulate the condominium project, titles, developer obligations, and disputes.

Law or authority	What it governs
RA 4726, the Condominium Act	Creation of condominiums, master deeds, common areas, corporate membership, assessments, liens, transfers, and dissolution
RA 7899	Amendments to the master deed and disposition or expansion of common areas
RA 11232, the Revised Corporation Code	Corporate governance, trustees, officers, meetings, records, SEC reports, conflicts of interest, and penalties
PD 957, the Subdivision and Condominium Buyers’ Protective Decree	Developer registration, licenses to sell, project development, advertisements, delivery, and buyer protection
RA 11201	Creation and powers of the DHSUD and Human Settlements Adjudication Commission
1987 Constitution, Article XII	Restrictions on foreign ownership of Philippine land and corporations that own land

The SEC’s approval of a condominium corporation does not replace the project approvals required from the Department of Human Settlements and Urban Development, the local government, or the Registry of Deeds. A project may therefore have a valid SEC-registered corporation while still facing separate questions about its license to sell, approved condominium plan, turnover, or compliance with PD 957. (Lawphil)

The Governing Documents and Which One Prevails

Many condominium disputes begin because owners, tenants, administrators, and board members rely only on the latest house rules. Legally, the documents operate in a hierarchy:

The Constitution and applicable statutes;
The registered enabling or master deed;
The registered declaration of restrictions;
The SEC-approved articles of incorporation;
The bylaws;
Valid board resolutions, policies, and house rules.

A lower-level rule cannot contradict a higher-level document. For example, a board resolution cannot change voting rights established in the master deed, and a house rule cannot authorize a use expressly prohibited by the declaration of restrictions.

The declaration of restrictions is particularly important. It is annotated on the condominium title and normally identifies the management body, voting method, quorum rules, maintenance obligations, assessment powers, insurance requirements, restrictions on use, and procedures for enforcing violations. In BNL Management Corporation v. Uy, the Supreme Court emphasized the statutory role of the registered declaration of restrictions in governing the condominium project. (Lawphil)

Before buying a unit—or challenging a board decision—obtain certified or complete copies of all four core documents: the master deed, declaration of restrictions, articles, and bylaws. A brochure, sales agent’s statement, resident handbook, or building memo is not an adequate substitute.

How to Register a Condominium Corporation With the SEC

New domestic corporations are registered through the SEC eSPARC portal. Depending on the structure and whether the application fits the SEC’s standardized forms, the system may route the filing through an automated ZERO process or regular review. The SEC currently allows two to fifteen incorporators for ordinary domestic stock and non-stock corporations. (Esparc)

Step 1: Complete the real-property documents first

The proposed corporate documents must match the condominium project’s:

Approved condominium plan;
Transfer Certificate of Title covering the land;
Master or enabling deed;
Declaration of restrictions;
Allocation of interests in the common areas; and
Approved project configuration.

Discrepancies in the project name, unit allocation, ownership percentages, property description, or common areas can delay both SEC registration and later title transactions.

Step 2: Reserve and verify the corporate name

The name normally identifies the project and ends with “Condominium Corporation.” It must be distinguishable from existing SEC-registered names and must not be misleading or contrary to law.

The name in the SEC application should be consistent with the master deed and project approvals. Even minor differences—such as an omitted tower designation or inconsistent project phase—can create problems in banking, title transfers, and regulatory filings.

Step 3: Prepare the articles of incorporation

The articles should accurately state:

The condominium corporation’s name;
Its Philippine principal office;
Its limited corporate purposes;
Its incorporators;
Its initial trustees;
Its membership or capital structure, when applicable;
Its corporate term; and
Other information required by the SEC system.

Under Section 10 of RA 4726, the corporation’s purposes are generally limited to holding title to, managing, and administering the common areas and performing acts reasonably necessary for the project. Its articles and bylaws cannot contain provisions inconsistent with the Condominium Act, master deed, or declaration of restrictions. (Lawphil)

Although the Revised Corporation Code generally gives corporations perpetual existence, the Condominium Act treats the condominium corporation’s duration as tied to the condominium project. The project does not automatically terminate merely because the building reaches 50 years of age; the statutory conditions and voting procedures for termination or dissolution must still be satisfied. (Supreme Court E-Library)

Step 4: Prepare the bylaws

The bylaws commonly cover:

Annual and special meetings;
Notices and quorum;
Voting in person, by proxy, or remotely;
Election and removal of trustees;
Board meetings;
Duties of officers;
Financial controls;
Committees;
Record inspection;
Conflict-of-interest procedures; and
Amendment of the bylaws.

The voting provisions must be reconciled carefully with the master deed and declaration. Condominium voting may be based on units, floor area, appurtenant interests, shares, or another registered formula. It should not automatically be assumed that every owner has exactly one vote.

Step 5: Identify the trustees and officers

For a non-stock corporation, trustees are generally elected from among the members and may serve terms of up to three years, subject to the articles or bylaws. The president must be a director or trustee, the corporate secretary must be a Filipino citizen and resident, and the treasurer must be a Philippine resident. One person generally cannot simultaneously serve as president and secretary or as president and treasurer. (Supreme Court E-Library)

A corporate member, such as a company owning a unit, should submit a board resolution or secretary’s certificate identifying the individual authorized to represent it. A tenant, property manager, spouse, or relative does not automatically acquire the owner’s voting rights without a valid proxy or corporate authority.

Step 6: Submit authenticated documents and pay the assessed fees

Documents commonly required or requested, depending on the structure, include:

Document	Practical point
Articles of incorporation	Must match the project documents and SEC data entry
Bylaws	Must not conflict with the master deed or declaration
Master deed and declaration of restrictions	Use registered or registrable versions
Title and condominium plan details	Property descriptions must be consistent
Incorporator and trustee information	Names should match government IDs
Tax identification numbers	Commonly required for resident incorporators and officers
Board resolutions or secretary’s certificates	Needed when an incorporator or unit owner is a corporation
Notarized SEC forms	Follow the format generated by the portal
Foreign-executed documents	May require notarization and apostille or consular authentication, depending on the country
Proof of payment	SEC fees are assessed through the online application

The SEC’s electronic registration systems now allow document authentication and online payment, and eligible applications may receive digitally signed certificates without later submission of hard copies. Applications requiring substantive review, corrections, or non-standard provisions generally take longer than automated filings. (Esparc)

Board Powers, Meetings, and Owner Voting Rights

The board of trustees exercises corporate powers, controls corporate property, and manages the corporation’s affairs. That authority is broad but not unlimited. Trustees owe fiduciary duties to the corporation and must act in good faith, for a proper purpose, and within the governing documents. Self-dealing contracts involving trustees or officers are subject to statutory fairness, disclosure, quorum, and approval requirements. (Supreme Court E-Library)

Annual membership meetings

Unless a valid different period applies, written notice of a regular meeting is generally sent at least 21 days before the meeting. The notice should state the date, time, place or electronic platform, agenda, proxy deadline, and procedures for remote participation when allowed.

A quorum is generally based on a majority of the members entitled to vote unless the law, articles, or bylaws provide another valid rule. Because condominium voting rights may be weighted, quorum should be calculated according to the project’s registered voting formula—not merely by counting the people present. (Supreme Court E-Library)

Members may generally participate and vote remotely or in absentia when authorized by the bylaws, board rules, or SEC regulations. Board members, however, cannot attend or vote at a board meeting by proxy.

When an election is not held

If the annual election is not held on the date stated in the bylaws, the corporation must report the non-holding to the SEC within 30 days. The report should explain why no election occurred and specify a new election date, which generally must be no later than 60 days from the scheduled date.

After an election, the names, nationalities, shareholdings or membership interests, and addresses of the elected trustees and officers must be reported to the SEC within 30 days. Death, resignation, or other cessation from office must generally be reported within seven days after the corporation learns of it. (Supreme Court E-Library)

Association Dues, Special Assessments, and Liens

The authority to impose condominium dues comes principally from the declaration of restrictions, supported by the Condominium Act. The declaration should identify:

Which expenses are chargeable to owners;
How each unit’s share is calculated;
When assessments are due;
Interest or penalties for late payment;
Procedures for special assessments; and
Collection and lien remedies.

A board does not necessarily need unanimous approval from all owners for every increase. It may approve a budget or assessment when the governing documents give it that authority. However, the board must follow the correct voting procedure, use the prescribed allocation formula, and impose charges for legitimate corporate or common-area expenses.

Owners disputing an assessment should request:

The approved annual budget;
The board resolution authorizing the assessment;
The provision of the declaration or bylaws relied upon;
The unit’s assessment computation;
Relevant invoices, contracts, or financial statements; and
A complete statement of account.

Under Section 20 of RA 4726, a valid assessment may become a lien on the condominium interest after the required notice of assessment is registered with the Registry of Deeds. The registered lien may be enforced through judicial or extrajudicial foreclosure, subject to applicable procedures and redemption rights. The lien is not created merely by sending an informal demand letter; the corporation must comply with the law and its governing documents. (Lawphil)

Nonpayment can also complicate a sale. The Registry of Deeds requires the management body’s certificate that a transfer complies with the master deed. Many projects require account reconciliation before issuing the necessary corporate clearance, provided that this practice is supported by the governing documents. Buyers and sellers should therefore resolve disputed dues well before the planned closing date.

Amending the Master Deed or Disposing of Common Areas

RA 7899 amended important provisions of the original Condominium Act.

The master deed may be amended or revoked through an instrument approved by a simple majority of registered owners, with prior notice to all registered owners. For an exclusively residential or commercial project, the majority is determined on a per-unit basis. For a mixed-use project, it is determined according to floor area of ownership.

The approved amendment or revocation must then be submitted to the DHSUD, as successor to the former HLURB’s regulatory functions, and to the city or municipal engineer before registration. Until the revocation is registered, the Condominium Act continues to apply. (Lawphil)

Similarly, a condominium corporation may not sell, exchange, lease, or otherwise dispose of common areas it owns without:

Prior notice to all registered owners; and
The affirmative vote of a simple majority of registered owners.

Expansion or integration with another project also requires a simple majority and regulatory approval. A board resolution alone is insufficient for these transactions.

SEC Annual Reports and Continuing Compliance

Registration is only the beginning. The condominium corporation must remain compliant with SEC reportorial requirements.

SEC requirement	General deadline or rule
General Information Sheet	Within 30 calendar days after the actual annual members’ meeting
Annual Financial Statements	Generally within 120 calendar days after the fiscal year-end, subject to the SEC’s annual filing schedule
Report of election	Within 30 days after the election
Report of non-holding of election	Within 30 days after the scheduled election
Report of death, resignation, or cessation	Generally within seven days after knowledge
Amended GIS	When reportable changes occur between annual meetings
Official contact details under SEC MC No. 28	Maintain and update the official and alternate email addresses and mobile numbers
Corporate books and records	Maintain continuously at the principal office or another properly reported location

Reports are submitted through the SEC Electronic Filing and Submission Tool, or eFAST. The SEC’s filing guide instructs corporations to use the actual annual meeting date for the GIS and to file an amended GIS when relevant changes occur between meetings. The GIS and required supporting documents must be complete and properly notarized where required. (SEC eFAST)

Annual financial statements must be prepared in the form required by the Revised Corporation Code and applicable SEC accounting rules. Whether an independent audit is required depends partly on the corporation’s financial figures and applicable SEC thresholds.

Failure to submit reports may result in monetary penalties, loss of good standing, delinquent status, or eventual revocation. Under the Revised Corporation Code, a corporation that fails to file its required reports three times within five years may be placed in delinquent status. (Supreme Court E-Library)

Owners’ Rights to Inspect Corporate Records

A unit owner who is a member or stockholder generally has the right to inspect relevant corporate records at reasonable hours on business days, subject to statutory requirements and legitimate confidentiality protections.

Records maintained under the Revised Corporation Code include:

Articles and bylaws and their amendments;
Current ownership or membership records;
Names and addresses of trustees and officers;
Minutes of members’ and board meetings;
Board resolutions;
Financial statements;
Contracts and transactions;
The latest SEC reports; and
Other records necessary to understand corporate actions.

A practical inspection request should be written and should identify:

The requesting owner and unit;
The exact records requested;
The legitimate purpose of the inspection;
The preferred inspection date;
Whether copies are requested; and
Proof of ownership or membership.

The corporation may protect personal information, security records, privileged communications, employee data, and other legally confidential material. It should not, however, use the Data Privacy Act as a blanket excuse to conceal budgets, minutes, resolutions, or financial records that members are legally entitled to inspect.

When an inspection request is improperly denied, the member may report the denial to the SEC. The Revised Corporation Code authorizes the SEC to conduct a summary investigation, generally within five days from receipt of the complaint, without prejudice to other available remedies. (Supreme Court E-Library)

Special Rules for Foreign Condominium Owners

Foreigners may own Philippine condominium units, but the arrangement must comply with the constitutional restrictions on land ownership.

Where unit owners directly co-own the land, a transfer of the unit and direct land interest to a foreigner is generally prohibited except through hereditary succession. Where the land and common areas are held by a condominium corporation, a transfer to a foreign buyer is invalid if it would cause foreign membership or shareholding in the corporation to exceed the legally permitted level. (Lawphil)

In practical terms, foreign ownership is commonly limited to 40% of the condominium corporation’s relevant membership or capital because at least 60% must remain Filipino-owned when the corporation owns land. The calculation should follow the project’s appurtenant interests—not merely a rough count of occupied units.

Before a foreign buyer pays a substantial deposit, the buyer should request:

A written certification of the project’s current foreign-ownership level;
The master deed’s allocation of interests;
Confirmation that the particular unit may be transferred to a foreign owner;
The condominium corporation’s transfer requirements; and
A title review confirming how the land and common areas are held.

A foreign owner living abroad may vote through a properly executed proxy or representative authority. Documents signed abroad may require local notarization followed by an apostille where the issuing country and the Philippines apply the Apostille Convention. Documents from other countries may require Philippine consular authentication. The SEC, Registry of Deeds, and condominium corporation may have different documentary requirements, so the intended use of the document should be identified before it is executed.

Common Problems in Condominium Corporation Governance

House rules that exceed the board’s authority

Restrictions on leasing, pets, renovations, guests, parking, commercial use, and short-term rentals must have a legal basis in the registered documents or a valid exercise of delegated board power. A rule is vulnerable when it conflicts with the master deed, changes an owner’s property rights without authority, or was adopted without the required vote.

Tenants being treated as corporate members

A tenant may use the unit and common facilities subject to project rules, but the tenant does not ordinarily become a member of the condominium corporation. Voting and inspection rights remain with the unit owner unless a valid proxy or written authority applies.

Incorrect voter lists

Common causes include unregistered transfers, developer-held titles, unpaid installment purchases, deceased owners whose estates remain unsettled, and corporate units without designated representatives. The membership list should be reconciled before notices and ballots are issued.

Informal special assessments

A demand described only as an “emergency collection” may be difficult to enforce if there is no board resolution, budget, computation, or supporting authority. Even urgent repairs should be documented.

Undisclosed related-party contracts

A trustee or officer should disclose any financial interest in a security, cleaning, construction, insurance, property-management, or supply contract. The board must comply with the Revised Corporation Code’s rules on self-dealing transactions. (Supreme Court E-Library)

Assuming the SEC decides every condominium dispute

The correct forum depends on the dispute’s real nature. Filing in the wrong office can waste months and may expose the claimant to prescription or procedural problems.

Where to File a Condominium Complaint

Nature of the problem	Usual office or forum
SEC registration, corporate amendments, missing reports, denied record inspection	Securities and Exchange Commission
Invalid trustee election, board authority, member voting rights, intra-corporate controversy	Regional Trial Court acting as a Special Commercial Court
Refund, specific performance, project defects, license-to-sell issues, or buyer-versus-developer claim	Human Settlements Adjudication Commission
Developer or project regulatory compliance under PD 957	Department of Human Settlements and Urban Development
Annotation, title transfer, lien registration, or condominium certificate issue	Registry of Deeds, subject to judicial review when necessary
Collection of unpaid dues or enforcement of a lien	Appropriate court or foreclosure process, depending on the remedy
Tenant ejectment, lease breach, or ordinary civil claim	Proper first-level or Regional Trial Court, depending on jurisdiction and relief

In Atty. Pablo B. Francisco v. Del Castillo, involving BSA Tower Condominium Corporation, the Supreme Court clarified that intra-corporate controversies within an SEC-registered condominium corporation fall under the jurisdiction of the RTC acting as a Special Commercial Court. This is different from disputes within homeowners’ associations registered under housing laws, which generally fall within HSAC jurisdiction. (Supreme Court E-Library)

Frequently Asked Questions

Is a condominium corporation the same as a homeowners’ association?

No. A condominium corporation is created under the Condominium Act and registered with the SEC, usually to hold or manage condominium common areas. A homeowners’ association is governed principally by RA 9904 and registered with the appropriate housing agency. Their governing laws and dispute forums differ.

Can the condominium board increase association dues without every owner’s consent?

Usually, yes, if the declaration of restrictions or bylaws authorize the board to approve budgets and assessments. The increase must follow the required procedure and allocation formula. A separate owner vote may be required for certain major expenditures, common-area transactions, or actions specifically reserved to the membership.

Can a condominium corporation prevent an owner from selling a unit because of unpaid dues?

Unpaid dues do not automatically cancel ownership or permanently prohibit a sale. However, they may result in a registered lien, collection proceedings, or refusal to issue a transfer-related clearance when the governing documents lawfully require account settlement. The Registry of Deeds also requires certification that the transfer complies with the master deed.

Can the board cut water, electricity, elevator access, or other essential services for unpaid dues?

There is no safe assumption that every service may be disconnected. The corporation must have a clear basis in law and the registered governing documents, follow due process, and avoid measures that are unreasonable, discriminatory, or dangerous. Utility disconnection is legally different from suspending access to optional amenities.

Can tenants attend or vote at the annual meeting?

A tenant may attend when the corporation allows it, but voting belongs to the unit owner or duly authorized representative. A tenant needs a valid proxy or written authority that complies with the bylaws and meeting rules.

Can foreigners own condominium units in the Philippines?

Yes, provided the project’s ownership structure permits it and the transfer will not cause foreign participation in the landholding condominium corporation to exceed the constitutional limit. Foreign buyers should obtain a current foreign-ownership certification before closing.

Does every unit automatically carry one vote?

Not necessarily. Voting may depend on unit count, floor area, allocated interest, membership rights, or attached shares. The answer is found in the master deed, declaration of restrictions, articles, and bylaws.

What happens if the corporation does not hold an annual meeting?

It must report the non-holding to the SEC within the prescribed period and schedule a new election. Existing trustees may remain in a holdover capacity until successors are validly elected and qualified, but holdover status does not excuse repeated failure to conduct elections.

Can an owner inspect the corporation’s financial records?

Generally, yes, for a legitimate purpose and at reasonable times. The request should identify the documents sought. The corporation may redact genuinely confidential information but cannot rely on privacy concerns to withhold all financial and governance records.

Is a condominium automatically condemned or dissolved after 50 years?

No. Age alone does not automatically dissolve the condominium corporation or terminate the project. The statutory grounds, engineering condition, owner vote, governing documents, regulatory approvals, and registration requirements must all be considered.

Key Takeaways

A condominium corporation’s authority comes from the Condominium Act, Revised Corporation Code, master deed, declaration of restrictions, articles, and bylaws.
Membership or shareholding is attached to unit ownership and generally cannot be transferred separately.
Board resolutions and house rules cannot override registered governing documents.
Annual GIS and financial statements must be filed through SEC eFAST, together with reports concerning elections and officer changes.
Owners generally have voting, notice, financial-information, and corporate-record inspection rights.
Valid assessments may become registered liens and may eventually be foreclosed.
Master deed amendments and dispositions of common areas require notice and the statutory owner vote under RA 7899.
Foreign buyers must verify the project’s foreign-ownership percentage before completing the transfer.
Corporate disputes usually belong in the RTC Special Commercial Court, while buyer-developer claims generally fall under HSAC jurisdiction.
The governing documents should be reviewed together; relying only on house rules, sales materials, or informal management practices can produce the wrong legal answer.