Are the directors or trustees of a corporation entitled to salary, wage or compensation?
Generally no. Sec. 29 of Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines, states that in the absence of any provision in the bylaws fixing their compensation, the directors or trustees shall not receive any compensation in their capacity as such, except for reasonable per diems: Provided however, That the stockholders representing at least a majority of the outstanding capital stock or majority of the members may grant directors or trustees with compensation and approve the amount thereof at a regular or special meeting.
In no case shall the total yearly compensation of directors exceed ten (10%) percent of the net income before income tax of the corporation during the preceding year.
Directors or trustees shall not participate in the determination of their own per diems or compensation.
Corporations vested with public interest shall submit to their shareholders and the SEC an annual report of the total compensation of each of their directors or trustees.
17 September 2025
About Nicolas and De Vega Law Offices
Nicolas and De Vega Law Offices is a full-service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 84706126, +632 84706130, +632 84016392 or e-mail us at [email protected]. Visit our website https://ndvlaw.com/.
