Who are disqualified from serving as directors of a corporation in the Philippines?
Pursuant to Sec. 26 of Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines, a person shall be disqualified from being a director, trustee or officer of any corporation if, within five (5) years prior to the election or appointment as such, the person was:
A. Convicted by final judgment:
(1) Of an offense punishable by imprisonment for a period exceeding six (6) years;
(2) For violating the Revised Corporation Code; and
(3) For violating Republic Act No. 8799, otherwise known as “The Securities Regulation Code”;
B. Found administratively liable for any offense involving fraudulent acts; and
C. By a foreign court or equivalent foreign regulatory authority for acts, violations or misconduct similar to those enumerated in paragraphs (a) and (b) above.
The foregoing is without prejudice to qualifications or other disqualifications, which the SEC, the primary regulatory agency, or Philippine Competition Commission may impose in its promotion of good corporate governance or as a sanction in its administrative proceedings.
17 July 2025
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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/.
