No unit, no problem: Corporate reps can sit on condo boards
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A ruling was issued by the Supreme Court (SC) stating that corporations that own units in a condominium can send representatives to sit on the condominium’s Board of Directors, even if they themselves are not unit owners.
In a decision written by Associate Justice Maria Filomena D. Singh dated 24 February 2025, the SC’s Third Division upheld the election of Gregorio Pastorfide, Ramona Matibag, Cecil L. Monteblanco, and Roland Agustin Angeles to the Board of Medical Plaza Makati Condominium Corporation (MPMCC).
They were elected not as private persons but as official representatives of corporations that own units in the building. However, unit owner Peter Rico F. Rodriguez filed a complaint with the Regional Trial Court (RTC), arguing that only actual unit owners should be allowed to sit on the Board.
The RTC agreed with Rodriguez and ruled the elections were invalid, but the Court of Appeals (CA) reversed that decision, upholding the respondents’ authority to sit on the Board as representatives.
The ruling of the CA — that it is the corporation, not the individual, that is the actual member sitting on the Board — was affirmed by the SC because corporations can act only through people. Their authorized representatives carry out corporate duties, including being nominated and elected to the Board.
It added that banning representatives from participating on behalf of their corporations would be unfair and unreasonable.
Additionally, MPMCC’s By-Laws give corporate representatives full authority over all matters concerning the corporation. Thus, respondents have the right to vote and to sit as members of MPMCC’s Board on behalf of their respective corporations.
Otherwise, it “would result in an absurd situation where member-corporations are deprived of their essential ownership right to participate in the management of the corporation by being nominated and elected in MPMCC’s Board.
The By-Laws of MPMCC does not intend to strip a member of one of the most important rights of membership by the mere fact that the member is a juridical person and not a natural person. This would result in baseless discrimination.”
