TL;DR: The Revised Corporation Code made the people requirements much easier for foreigners. A corporation needs two to fifteen incorporators with no residency requirement, foreigners can be incorporators, directors, and president, and the only two roles with hard nationality or residency limits are corporate secretary (Filipino citizen and resident) and treasurer (resident of the Philippines). Where the activity is majority-Filipino owned by law, the board majority must match.
The people a Philippine corporation needs
Incorporation is partly a paperwork exercise and partly a casting call. Before the SEC will register the company, the articles of incorporation must name the incorporators, and the by-laws must set the officer slate. Here is who can hold what under Republic Act No. 11232.
Incorporators
The Code requires two to fifteen incorporators, each of whom can be a natural person, partnership, association, or corporation. The revised law removed the old requirement that a majority of incorporators be Philippine residents, so a founding team can sign the articles from anywhere. No minimum capital attaches to incorporator status itself; capital rules come from the activity’s foreign-equity requirements.
Directors
A standard corporation elects two to fifteen directors. There is no citizenship or residency requirement for directors in general, with one structural exception: where the law requires majority Filipino ownership for the company’s activity, the majority of directors must also be Filipino. In a 100% foreign-owned company (exporters, most services, activities outside the FINL), the board can be entirely foreign.
The officer roles
| Role | Citizen? | Resident? | Notes |
|---|---|---|---|
| President | No | No | Must be a director; common home for the foreign founder |
| Treasurer | No | Yes | Must be a Philippine resident; often the provider’s officer |
| Corporate secretary | Yes | Yes | Filipino citizen and resident, by statute |
| Other officers (VPs, managers) | No | No | Free to appoint |
Two practical consequences follow. First, every foreign-owned corporation needs at least two Filipino-linked appointments: a resident treasurer and a Filipino corporate secretary, and providers supply both as a standard part of incorporation packages. Second, naming a nominal figurehead treasurer or secretary who does not actually perform the role creates governance and liability questions later; appoint people (or a provider with a real service) rather than names.
The One Person Corporation exception
A single natural person can incorporate alone as a One Person Corporation, with the single stockholder acting as director. Foreign natural persons can use the OPC subject to the same foreign-equity caps, and it still needs the officer roles: the single stockholder is president, with separate appointees as treasurer and corporate secretary. Compare the OPC against a domestic corporation in the entity types comparison before choosing.
What this means for your setup
- You can be the face of the company. Incorporator, director, and president are all open to you, which matters for bank mandates, contracts, and visas built on your executive role.
- Budget the two statutory appointments. The corporate secretary and resident treasurer are non-negotiable, and they carry real duties: minutes, GIS updates, and the treasurer’s custodianship of paid-in capital records.
- Match the board to the ownership cap. If your activity requires 60% Filipino ownership, structure the board to match from day one; a foreign-majority board in a nationalized company is an Anti-Dummy exposure, not a technicality (the explainer).
- Plan the succession of officers. Resignations happen. The by-laws should say how replacements are appointed so a departed treasurer does not stall your BIR or bank transactions.
This guide is general information, not legal advice on your specific facts. Book a consultation if you want your officer slate structured correctly from the start, or see our incorporation service.
Frequently asked questions
Can a foreigner be an incorporator of a Philippine corporation?
Yes. Under the Revised Corporation Code, a corporation needs two to fifteen incorporators, who can be natural persons, partnerships, associations, or corporations, and the old majority-residency requirement is gone. Foreigners can be incorporators subject only to the foreign-equity caps that apply to the company's activity.
Does the corporate secretary of a Philippine corporation have to be Filipino?
Yes. The Revised Corporation Code requires the corporate secretary to be both a Filipino citizen and a resident of the Philippines. Foreign owners cannot hold this role, which is why foreign-owned companies appoint a Filipino corporate secretary, often through their corporate services provider.
Does the treasurer have to live in the Philippines?
Yes, the treasurer must be a resident of the Philippines, but not a Filipino citizen. A foreign founder can hold other roles while a resident appointee, frequently a provider's officer, serves as treasurer.
Can the company president be a foreigner?
Yes, provided the president is also a director, since the Code requires the president to come from the board. Citizenship restrictions on directors only bite in companies that must be majority Filipino-owned for their activity, where the board majority must match the ownership majority.
How many directors does a Philippine corporation need?
A standard corporation has two to fifteen directors. A One Person Corporation is the exception, with a single stockholder who may also hold the director role, though it still needs the officer roles the Code requires.
Official sources
Primary references this guide is checked against.
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