Corporate Treasurer in the Philippines: Qualifications, Duties & Legal Requirements

January 21, 2026

A corporate treasurer is the officer primarily responsible for safeguarding a corporation’s funds, certifying paid‑in capital, and ensuring that financial practices comply with the Revised Corporation Code and tax regulations. In Philippine corporations, the treasurer plays a central role from incorporation (receiving subscriptions) through ongoing operations (managing capital, certifying filings), and must be carefully selected—especially in foreign‑owned companies that need a reliable resident officer.

Corporate Treasurer Under Philippine Law

The Revised Corporation Code of the Philippines (Republic Act No. 11232) explicitly recognizes the corporate treasurer as one of the mandatory corporate officers.

Alongside the President, Corporate Secretary, and Compliance Officer, the treasurer is part of the core officer group that corporations must have, with additional officers allowed by the by‑laws if needed (e.g., vice‑president, cashier). The Code and related SEC requirements set out how treasurers are elected, what qualifications they must meet, and what duties they owe to the corporation and its stakeholders.

Specialized corporations like banks, insurance firms, and lending companies may face additional treasury‑related rules under sector‑specific regulations on top of the Revised Corporation Code.

Titles and Equivalent Roles

In practice, the treasurer’s responsibilities can appear under different job titles, but the legal function remains the same.

A person acting as corporate treasurer may be designated as Treasurer, Corporate Treasurer, Chief Financial Officer (CFO), Finance Head, Finance Manager, or similar finance‑lead titles. What matters to regulators is not the exact title but whether the person has been duly elected/appointed as treasurer and is performing the functions that the law assigns to that office.

For foreign‑owned entities, this flexibility allows alignment between global finance titles (e.g., CFO) and Philippine legal requirements, provided the SEC understands who the treasurer of record is.

How the Corporate Treasurer is Elected

The treasurer is elected as part of the corporation’s regular officer election cycle.

After the annual stockholders’ meeting, stockholders elect the board of directors; once the board is organized and has qualified, it elects the corporate officers, including the treasurer. The corporation must report the election results to the SEC within 30 days via the General Information Sheet (GIS), which lists the directors and officers, their names, nationalities, shareholdings, and residential addresses.

If the annual election is not held, the corporation must still file a report with the SEC explaining the failure and indicating a new election date within 60 days; the SEC can intervene and order an election if none is set or conducted. When a treasurer dies, resigns, or otherwise ceases to hold office, the board may immediately elect a replacement and must report the change to the SEC.

Qualifications of a Corporate Treasurer

The Revised Corporation Code establishes clear residency and role separation requirements for corporate treasurers to ensure local accountability and internal controls.

Must be a resident of the Philippines, defined as someone habitually residing in the country for at least six months, ensuring physical presence and reachability for regulatory matters.
Cannot serve concurrently as President of the same corporation (Section 24 prohibition), preserving separation of duties over fund authorization and custody.
No Filipino citizenship requirement, allowing qualified foreigners with valid residency visas to serve as treasurer.
While the Corporate Secretary may serve concurrently as treasurer, best practice separates these roles for stronger governance and internal checks.
Practical qualifications typically include CPA credentials, corporate finance experience, and familiarity with SEC/BIR reporting requirements.

These residency and separation requirements protect stakeholders by ensuring treasurers are locally accountable while maintaining checks and balances over corporate funds.

Core Statutory Duties at Incorporation

The treasurer’s legal role starts from the moment the corporation is formed.

Section 14 of the Revised Corporation Code, on the form of Articles of Incorporation, states that the elected treasurer is authorized:

To receive in the name and for the benefit of the corporation all subscriptions, contributions, or donations paid or given by subscribers or members.
To certify information related to subscribed and paid‑in capital as outlined in the Articles.
To confirm that the paid‑up portion of subscriptions in cash and/or property has been duly received for the benefit and credit of the corporation.

In practical terms, the treasurer signs the Treasurer’s Affidavit at incorporation, vouching that at least the minimum subscribed and paid‑in capital has been received, which is essential for SEC approval.

Expanded Duties Under the Revised Corporation Code

Beyond incorporation, several provisions of the Revised Corporation Code assign continuing functions to the treasurer.

Key duties include:

Receiving ongoing subscriptions, contributions, or donations on behalf of the corporation.
Certifying certificates of increase of capital stock, attesting that at least 25% of the increase has been subscribed and at least 25% of that subscription has been paid in actual cash or in property of equivalent value.
Certifying under oath affidavits for decreases of capital stock.
Certifying under oath the corporation’s financial statements when total assets or total liabilities are below PHP 600,000, or such other threshold as may be set by the Department of Finance.
Signing key documents, such as annual income tax returns of the corporation.
Ensuring proper management of the corporation’s budget and financial risks.
Certifying compliance with local laws and requirements of government agencies related to treasury and finance functions.

These responsibilities position the treasurer as the central guardian of corporate financial integrity and regulatory compliance.

Governance and Internal Control Considerations

The treasurer’s role is closely tied to internal control and corporate governance.

Separating the treasurer from the president and, ideally, from the corporate secretary helps create checks and balances over authorization, custody, and recording of funds. The treasurer should oversee cash management, banking relationships, and liquidity planning while working with finance and accounting teams to ensure proper recording and reporting.

For growing companies, establishing clear policies on approvals, signatory thresholds, investment of idle cash, and risk management is a key part of the treasurer’s mandate. Triple i Consulting supports clients in designing these policies and aligning them with audit and compliance practices.

Corporate Treasurer in Capital Changes

Capital increases and decreases are areas where the treasurer has explicit statutory responsibilities.

When a corporation increases its authorized capital stock, the treasurer must certify that at least 25% of the increase is subscribed and that at least 25% of that subscription has been paid, either in cash or property of equivalent value. This certification is part of the SEC filing for capital increase.

For capital decreases, the treasurer certifies under oath the accuracy of the financial information supporting the decrease, which helps protect creditors and minority investors. These certifications carry legal accountability, making accuracy and documentation essential.

Interaction with Tax and Regulatory Filings

The treasurer plays a central role in tax and regulatory interactions beyond SEC filings.

By signing annual income tax returns, the treasurer attests to the completeness and fairness of the underlying financial information submitted to the BIR. For smaller corporations (below the statutory asset/liability threshold), the treasurer may also certify financial statements under oath, replacing or supplementing external auditor attestations.

The treasurer often coordinates with external auditors, tax advisors, and regulatory bodies to ensure the timely filing of AFS, GIS, tax returns, and other required reports. Triple i Consulting’s accounting and tax teams typically work directly with treasurers to prepare and review these filings.

Practical Qualifications Beyond Legal Requirements

Beyond residency, effective treasurers bring specific skills and experience that support the corporation’s financial health.

Useful background typically includes strong knowledge of corporate finance, accounting, and tax; familiarity with Philippine regulatory frameworks (SEC, BIR, BSP for financial institutions); and experience in budgeting, cash flow management, and risk assessment. Many corporations prefer treasurers with CPA credentials or equivalent finance qualifications, particularly where the treasurer certifies financial statements.

Soft skills—such as integrity, prudence, and the ability to communicate with directors, auditors, and regulators—are equally important given the fiduciary nature of the role.

Corporate Treasurer for Foreign-Owned Corporations

Foreign investors must pay special attention to the treasurer requirement when setting up Philippine entities.

Because the treasurer must be a Philippine resident, foreign‑owned corporations need either a trusted local executive or an external professional to assume the role. This is particularly common where all shareholders and initial directors are non‑resident foreigners and need local corporate officers for SEC registration and BIR dealings.

Triple i Consulting often assists foreign clients by helping identify or provide resident treasurer services, crafting clear scopes of responsibility, and integrating the treasurer’s work with outsourced accounting, payroll, and compliance support.

Final Insights

Under the Revised Corporation Code, the corporate treasurer is a mandatory officer responsible for receiving and certifying capital, safeguarding funds, signing key financial and tax documents, and supporting overall financial compliance in the Philippines.

The treasurer must be a Philippine resident, cannot concurrently be president, and bears significant legal accountability for capital certifications, financial statements, and tax filings, making careful appointment and robust internal controls essential.

Triple i Consulting helps corporations—especially foreign‑owned ones—appoint qualified corporate treasurers, define their roles, and integrate treasury functions with accounting, tax, and SEC compliance, ensuring both legal requirements and best‑practice governance are met.

Is Assistance Available?

Yes. Triple i Consulting aligns its services to strengthen the treasurer’s effectiveness and reduce compliance risk.

Support typically includes drafting and filing Treasurer’s Affidavits and related incorporation documents; assisting with capital increase/decrease filings where the treasurer must certify subscriptions and payments; coordinating with the treasurer on audited financial statements, tax returns, and SEC reportorial requirements; and designing internal control and finance policies that clarify the treasurer’s authority and responsibilities.

For foreign‑owned entities, we may also serve as an interim or long‑term resident corporate treasurer through qualified professionals, ensuring the corporation always meets residency and governance standards. Contact us today for a consultation: