Corporate representation on condominium boards

Corporate representation on condominium boards | Daily Tribune

In Rodriguez v. Pastorfide (G.R. 256648, 24 February 2025), the Supreme Court has provided much-needed clarity on the rights of corporate members to sit on the boards of condominium corporations. At the core of the controversy was the question: Can a corporation that owns a condominium unit validly be represented on the Board of Directors by a natural person who is not, in his personal capacity, a unit owner?

This question is not novel. A similar issue had earlier been tackled in Lim v. Moldex Land Inc. (2017). However, the Supreme Court, in this more recent decision, distinguished Rodriguez from Lim, finding the latter inapplicable due to material differences in the by-laws under scrutiny. As always, the resolution of corporate disputes hinges on the specific language of the corporation’s governing documents.

The Medical Plaza Makati Condominium Corporation (MPMCC) by-laws became the focal point of judicial analysis. The Court zeroed in on its provision on representation, which provides that a member may appoint a representative “for all purposes, in all matters related to the corporation,” including voting, receipt of notices, and participation in meetings. Importantly, it goes on to state that corporations, trusts, or partnerships may designate who shall represent them in the condominium corporation. This seemingly simple clause proved pivotal.

Drawing from this, the Court held that so long as a corporation is a legitimate unit owner and member of the condominium corporation, it has the right to designate a representative to sit on the Board. The emphasis here is on the distinction between a proxy — whose powers are typically limited to voting — and a representative, who acts on behalf of the member-corporation in all corporate matters, including sitting as a director.

By this ruling, the Court affirmed the inherent right of a corporate unit owner to participate fully in the governance of a condominium project, not just by voting but also by holding office — through its authorized representative. The key requirement is that the corporation must be a member in good standing. When it designates a natural person as its representative, it is not ceding its right to office; it is merely exercising it through an agent. Thus, the member-corporation is deemed to be the one serving on the Board — the representative is but its arm. In effect, a juridical person may be appointed director or trustee in a condominium corporation without having to make its representative a stockholder or member of the corporation.

Importantly, the Court imposed a necessary limit: a member-corporation may appoint only one representative to the Board. To do otherwise — i.e., to designate multiple individuals — would violate the principle of equitable representation. Permitting a single corporate unit owner to occupy more than one seat on the Board or to assume multiple officer roles would disrupt the balance of interests within the condominium corporation and could open the door to abuse and undue influence.

The ruling also underscores the value of precision in drafting by-laws. It also reflects the Court’s nuanced understanding of modern property ownership and corporate participation in community living arrangements. As mixed-use developments and vertical communities continue to rise, legal issues surrounding shared ownership and governance will only grow more complex.

In sum, Rodriguez v. Pastorfide strikes a careful balance — recognizing the corporate members’ right to board representation while guarding against dominance. It is a timely reminder that in condominium governance, as in all corporate dealings, rights must be tempered by fairness and proportion.