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Can you sit on a board there?
Pick a market. You get the residency test, the nationality test, the work-authorisation position, the appointment steps in order, and the frictions that actually delay appointments — each cited to the instrument that creates it.
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Approval or registration requiredPH
Since 2019 there is no requirement that a majority of directors be residents. Nationality limits remain in constitutionally restricted sectors, where foreign board participation is capped in proportion to permitted foreign equity.
- Residency test
- None. The Revised Corporation Code removed the majority-resident requirement in 2019.
- Nationality test
- In nationalised and partly nationalised activities, foreign participation on the board is limited in proportion to the permitted foreign equity, and the Anti-Dummy Law restricts foreign involvement in management of those businesses. Establish the sector's position first.
- Work authorisation
- A non-resident director attending board meetings does not require a work permit. Executive and resident roles require an Alien Employment Permit and the corresponding visa.
- Board language
- Board process is in English, which removes the language barrier that applies across most of ASEAN.
- Tenure limit once appointed
- Nine consecutive years with the same company. After that the director may not be reappointed as an independent director of that company.
- Time commitment
- Typically 8–12 board meetings a year plus four committee cycles; the committee load is heavier than the regional norm.
- What a seat pays
- PHP 1.5m – 4m a year for an independent director of a large PSE-listed company, with per-meeting allowances often separate.
- Tax on your fees
- Directors' fees from a Philippine company are Philippine-source income with withholding for non-residents.
The appointment steps, in order
- 1Election by the stockholders at the annual meeting
- 2Filing of the General Information Sheet with the SEC recording the board's composition
- 3For an independent director, submission of the certification of independence and the required qualification disclosures
- 4For a bank or insurer, Bangko Sentral or Insurance Commission confirmation of fitness and propriety
What actually gets in the way
- The Anti-Dummy Law is a real constraint in restricted sectors and is not a formality — take advice on the sector before accepting
- Board process is in English, which removes the language barrier that applies across most of ASEAN
- Ownership is concentrated in family conglomerates, so independent directors carry disproportionate weight on related-party transaction committees
The instruments behind these answers
- Revised Corporation Code (Republic Act 11232, 2019) — Modernised Philippine corporate law and removed the requirement that a majority of directors be residents of the Philippines. It also permits corporations of perpetual existence and one-person corporations. (Republic of the Philippines)
- Securities Regulation Code s.38 — Requires a listed or public company to have at least two independent directors, or such number as constitutes twenty per cent of the board, whichever is lesser. (SEC Philippines)
- Code of Corporate Governance for Publicly-Listed Companies — Comply-or-explain. Recommends a board with at least three independent directors, or such number as constitutes one third, whichever is higher, together with board committees chaired by independent directors. (SEC Philippines)
- SEC Memorandum Circular on independent director tenure — Limits an independent director to nine consecutive years of service with the same company. After the maximum term, the director may not be reappointed as an independent director of that company. (SEC Philippines)
Reviewed against primary sources in September 2026. This is governance decision-support, not legal or tax advice. Rules change and transitional provisions frequently apply — verify against the primary instrument before you rely on it.
Eligibility is only the first question
Being allowed to sit on a board there is not the same as being read for one.
The mobility index answers the second question: whether your record is legible to a board in that market, whether you hold what it is currently short of, and whether you can do the job in the language its board works in.