Corporate Officers and Required Positions in the Philippines
After electing the board, a Philippine corporation elects the officers required by the Revised Corporation Code and its bylaws. A title alone does not prove authority to bind the corporation.
Required positions
Under the Revised Corporation Code, the board elects 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. A public-interest corporation must also have a compliance officer.
Compatibility and eligibility
The same person may hold two or more positions concurrently except where the Code prohibits a combination. Eligibility should also be checked against the Articles, bylaws, regulated-industry rules and any disqualification.
Authority matrix
| Question | Evidence |
|---|---|
| Was the officer validly elected? | Board minutes and resolution |
| What may the officer sign? | Bylaws, delegation and specific resolution |
| Is third-party proof needed? | Secretary’s certificate or incumbency evidence |
| Was the action implemented? | Signed document, filing or transaction record |
Procedure
- Review statutory and bylaw positions.
- Confirm each candidate’s qualifications and conflicts.
- Elect officers at a valid board meeting.
- Record the vote, authority and term.
- Issue certificates of authority only from the recorded resolution.
- Update the GIS and other filings when required.
Sources and review
Verified 22 September 2026.