Homeowners Association Board of Directors Eligibility in the Philippines
(A Comprehensive 2025 Legal Guide)

1 | Statutory & Regulatory Foundations

Instrument	Key Provisions on Directors
Republic Act No. 9904 (“Magna Carta for Homeowners and Homeowners Associations,” 2009)	§11‑§18 enumerate members’ right “to vote and be voted upon” and empower bylaws to fix qualifications; §20‑§21 on election procedures; §38‑§39 on HLURB/DHSUD* sanctions for ineligible directors.
Implementing Rules & Regulations (IRR) of RA 9904	Rule VII, §§55‑62 detail mandatory qualifications, disqualifications, and screening.
Revised Corporation Code (RCC, RA 11232, 2019)	Applies because HOAs are non‑stock, non‑profit corporations: Art. 13 (directors must be natural persons), Art. 14 ¶4 (majority of directors must be Philippine residents), Art. 22 (maximum 15 directors), Art. 94 (removal).
DHSUD Circulars & Memoranda	2019‑to‑present issuances (e.g., DHSUD Memo Circ. 20‑10, 21‑03) refine documentary proofs of good standing and mandate sworn eligibility certifications.
*HLURB – Housing & Land Use Regulatory Board (functions absorbed by DHSUD in 2020).
** Local ordinances may supplement (e.g., Quezon City Ord. 2767‑2018 on HOA governance).

2 | Who May Run: Mandatory Qualifications

Qualification	Where Found	Practical Notes
Regular Membership in Good Standing (no unpaid dues, fees, or penalties)	RA 9904 §11(c), IRR §55(a)	“Good standing” is usually evidenced by a Certification of No Delinquency issued by the treasurer/management committee as of the record date.
Ownership, Award, or Legal Possession of a Lot/Unit within the Subdivision/Village	RA 9904 §§3, 11; IRR §55(b)	Includes heirs and certain family representatives designated in writing. Lessees cannot be directors unless bylaws say so.
Natural Person, of Legal Age, with Full Civil Capacity	RCC Art. 13	Corporations or partnerships cannot sit on the board. Minimum age is 18.
Resident Requirement	RCC Art. 14 ¶4	At least a majority of the entire board must reside in the Philippines; bylaws may require stricter residency (e.g., living within the subdivision).
No Conflict‑of‑Interest Contract with the Association (unless ratified)	IRR §55(e)	Developers’ employees or service contractors are often barred.
No Final Conviction of a Crime Involving Moral Turpitude, Gross Neglect, or Fraud	IRR §55(d)	Completion of probation or pardon removes the bar.
Not Previously Removed or Disqualified by DHSUD for Violations of RA 9904	RA 9904 §38, IRR §60	A five‑year cooling‑off period usually applies.
Additional Bylaw‑Imposed Criteria (e.g., attendance at annual meetings, committee service, citizenship)	RA 9904 §19	Enforceable only if clear, reasonable, and uniformly applied.

3 | Common Disqualifications

Delinquency – Any arrearage as of record date bars candidacy; payment the day before elections does not cure delinquency unless bylaws allow.
Developer Control Phase – While the developer still holds unsold lots equivalent to ≥10 % of the voting rights, its nominees may not exceed one seat (§22 IRR).
Immediate Relatives Limit – To avoid capture, bylaws often prohibit >2 directors from the same household.
Foreign Ownership Caps (if bylaws require Filipino citizenship) – Not in RA 9904, but permitted under the autonomy clause.
Two‑Term or Three‑Term Limits – Most bylaws cap consecutive service; RCC recognizes the validity of term‑limits in non‑stock corporations.

4 | Nomination, Screening & Certification

Stage	Timeline	Key Actors	Documents
Record Date Fixing	30–60 days pre‑election	Board or COMELEC***	List of voting members & delinquents
Open Nomination Period	≥15 days	COMELEC/Committee on Elections	Nomination Form, CTC, proof of lot ownership
Eligibility Screening	Within 5 days after close of nominations	COMELEC	Checklist vs. IRR §55, sworn Eligibility Undertaking
Posting of Final List of Candidates	≥10 days before election	COMELEC	Posted in common areas & digital platforms
Oath of Office & Filing with DHSUD	Within 30 days from proclamation	Elected directors	Form HGC‑14‑008 (General‑Info‑Sheet HOA)

***Many bylaws call the body “COMELEC,” “Election Committee,” or “Board of Canvassers.”

5 | Term, Vacancy & Hold‑Over Rules

Term Length – Default is two (2) years (IRR §59) unless bylaws fix 1‑ or 3‑year staggered terms.
Hold‑Over – Directors continue in a “hold‑over capacity” until successors qualify and accept, per RCC Art. 22.
Vacancies – Filled by the board if the remaining directors still constitute a quorum; otherwise by the members in a special meeting.
Mid‑Term Ineligibility – A director who becomes delinquent or otherwise disqualified is deemed ipso facto removed (§60 IRR).

6 | Interaction with the Revised Corporation Code

RCC Rule	Effect on HOAs
Maximum 15 directors	HOA bylaws cannot exceed; typical village boards are 5, 7, 9, or 11.
Majority residential rule	Protects against a board elected by absentee or foreign owners with no Philippine presence.
Cumulative voting (Art. 6)	Optional for non‑stock corps; many HOAs adopt one‑vote‑per-lot, not per director seat.
Independent Director concept (Art. 22)	Not mandatory for HOAs (applies to publicly‑listed or vested public interest entities).

7 | Selected Jurisprudence & Administrative Rulings

Case / Ruling	Gist
DHSUD Case No. HOA‑14‑001 (Spouses Duque v. Treasurer, 2022)	Upholds automatic disqualification of a director who fails to file annual ITR, treating it as evidence of fiscal irresponsibility under bylaws.
*Supreme Court, Valle Verde Country Club HOA, Inc. v. Hon. Perez, G.R. No. 228906 (June 23 2020)*	Clarified that “homeowner” status attaches upon full payment & transfer even if title is pending.
HLURB Bar Ops. Memo 05‑12 (2015)	Ruled that the “majority must be residents” clause relates to actual residence in the Philippines, not necessarily the subdivision.

8 | Practical Compliance Checklist (2025 Edition)

Update Bylaws – Align with RA 9904 IRR & RCC; lodge amended bylaws with DHSUD.
Maintain a Real‑Time Delinquency Ledger – Transparency avoids last‑minute disputes.
Adopt a Standing Election Committee – At least 90 days before polls; include an external legal adviser if feasible.
Enforce Conflict‑of‑Interest Disclosure – Require candidates to file a notarized disclosure statement.
Use Digital Platforms for Notices – E‑mail and HOA mobile apps comply with the “reasonable mode” notice standard (IRR §57), provided members consent.
Keep a Directors’ Eligibility File – Certificates of Good Standing, Tax Clearance, Police/NBI Clearance, Residence Certificate (Cedula), and notarized oath—in one folder per director.
File GIS, Audited FS, & Board Certifications with DHSUD annually – Failure triggers administrative fines and may void board actions.

9 | Frequently Asked Questions

Q	A
Can a lessee or tenant run for director?	Only if bylaws expressly grant associate members the right “to vote and be voted upon.” Default law limits it to regular (owner) members.
Must directors be Filipino citizens?	No national law demands citizenship; only residency. Some subdivisions impose a citizenship rule in their bylaws—valid if non‑discriminatory and approved by a majority of all members.
Are proxy‑holders eligible?	A proxy may vote, but cannot be elected, because only natural persons who are members in good standing qualify.
What if the developer still controls unsold units?	The developer’s voting rights are counted, but its nominees to the board cannot exceed one seat once 50 % of units are sold, and must vacate all seats once 90 % are conveyed (IRR §22).
Do directors need to live inside the subdivision?	Only if stated in bylaws. Absent that, living elsewhere in the Philippines is permissible so long as RCC’s majority‑resident rule is met.
How are disputes over eligibility resolved?	File a petition for verification with the DHSUD Regional Adjudication Branch within 15 days of proclamation; status quo ante may be ordered.

10 | Key Take‑Aways

RA 9904 and its IRR give broad autonomy to each association’s bylaws, so always read your own charter first.
Delinquency and conflict of interest are the two most common disqualifiers. Keep dues current and avoid doing business with the HOA if you intend to run.
Directors who lose any qualification mid‑term are automatically removed—no board vote needed.
Regular, transparent screening and documentation shield the board from post‑election challenges before DHSUD or the courts.

Author’s Note

This article synthesizes statutes, regulations, circulars, and leading jurisprudence up to 18 April 2025. While exhaustive, it is not a substitute for personalized legal advice. Associations facing complex eligibility disputes should consult counsel or the DHSUD Regional Office for formal guidance.