Secondment and Interim Counsel Arrangements in the Philippines: A Practical Guide

The short answer: Philippine law does not prohibit secondment or interim counsel arrangements, but they sit at the intersection of professional responsibility rules and the practical realities of running an in-house legal or compliance team. A seconded lawyer remains a lawyer first — bound by the Code of Professional Responsibility and Accountability — even while physically working inside a client's or partner's organization. The arrangement works best when the parties are clear on who employs the lawyer, who supervises the work, and where the lawyer's ethical duties lie. This article explains the framework and the practical steps to structure these engagements properly.

What is a secondment in the Philippine legal context?

A secondment is an arrangement where a lawyer or legal professional is temporarily assigned to work within another organization — typically a client, an affiliate, or a partner firm — while remaining formally employed by their original employer (often a law firm or another company).

In the Philippine market, secondment commonly takes two forms:

• Client secondment — a law firm assigns an associate to work inside a client's legal or compliance department for a defined period.
• Interim counsel — an organization engages an experienced lawyer on a temporary basis to fill a gap (maternity cover, a transition between general counsel hires, a surge in regulatory work) without a permanent employment relationship.

Both arrangements are contractual in nature. Philippine law does not create a special statutory category for "seconded lawyer," so the rights and obligations flow from the contract between the parties and from the rules governing the legal profession.

The ethical framework that governs borrowed lawyers

The Code of Professional Responsibility and Accountability (CPRA) sets out the norms of conduct and ethical standards for the Philippine legal profession. It was adopted through Supreme Court EN BANC Resolution A.M. No. 22-09-01-SC dated April 11, 2023. The Bureau of Internal Revenue circularized the Code and the Court's resolution through a revenue memorandum circular dated November 28, 2023; the library holds the text of that circular, but the specific issuance number is not confirmed in the library copy, so it is described here rather than cited by number.

The CPRA applies to all lawyers, regardless of whether they sit in a law firm, a company, or a seconded role. Key implications for secondment arrangements include:

• Fidelity to the client. A seconded lawyer owes duties of competence, diligence, and loyalty to the client on whose matters they work. The fact that the lawyer is paid by a law firm or a staffing entity does not dilute those duties.
• Confidentiality. Information learned during a secondment must be protected. A seconded lawyer cannot carry client confidences back to their home organization or use them for another client's benefit.
• Conflicts of interest. A secondment can create conflicts — particularly where the home firm acts for parties adverse to the host organization. These must be identified and managed before the assignment begins.

Because the CPRA is the governing ethical text, compliance officers and general counsel should treat secondment onboarding the same way they treat the onboarding of any lawyer: with a clear conflicts check and a written understanding of the scope of work.

Structuring a compliant secondment or interim counsel engagement

There is no single statutory template, and Philippine law does not prescribe one. A well-drafted arrangement typically addresses the following:

1. Define the parties and the relationship. State clearly that the seconded lawyer remains employed by the home organization, and that the host organization is not the employer. This matters for labor, tax, and benefits purposes.
2. Scope the work. Identify the matters the seconded lawyer will handle, the internal reporting line, and any matters that are off-limits due to conflicts.
3. Address supervision. Confirm who provides professional supervision and how the host organization's legal or compliance head will direct day-to-day work without overriding the lawyer's ethical obligations.
4. Protect confidentiality. Include mutual confidentiality undertakings covering both the host's information and the home organization's information.
5. Set the term and exit. Specify the duration, the process for early termination, and how files, work product, and access credentials are handed over at the end.
6. Clarify billing and indemnities. Set out how the host compensates the home organization or the interim lawyer, and how liability is allocated.

For interim counsel engaged directly, the same principles apply, with additional attention to the scope of authority — for example, whether the interim lawyer can sign off on regulatory filings or represent the company before agencies.

Secondment versus direct hire: what changes

A common question from compliance teams is whether a seconded lawyer should simply be hired directly. The answer depends on the objective.

Where the need is short-term or project-based, secondment is often the cleaner fit. Where the role is permanent and central to the business, a direct hire avoids ambiguity about supervision and loyalty.

Frequently asked questions

Is secondment of lawyers allowed in the Philippines? Yes. There is no prohibition on secondment or interim counsel arrangements. The arrangement is governed by the parties' contract and by the Code of Professional Responsibility and Accountability, which applies to all lawyers.

Can a seconded lawyer work for a client of the home firm? Only after a conflicts check. The CPRA requires lawyers to avoid conflicts of interest, and a secondment to an existing client — or to a party adverse to another client — must be assessed before the assignment begins.

Does a seconded lawyer need a separate employment contract with the host company? Not necessarily. The secondment can be structured as a contract between the two organizations, with the lawyer remaining employed by the home organization. What matters is that the arrangement is documented and that supervision, confidentiality, and liability are clearly allocated.

Practical takeaways

• Secondment and interim counsel arrangements are permitted in the Philippines but are governed by the CPRA, not by a dedicated statute.
• Always run a conflicts check before placing a lawyer with a host organization.
• Document the arrangement: parties, scope, supervision, confidentiality, term, and exit.
• Keep the employment relationship clear — the seconded lawyer normally remains employed by the home organization.
• Treat client confidences learned during the secondment as protected under the CPRA.

Primary sources

The rules discussed above are drawn from the following primary sources. Where the firm's library holds the document as a PDF it is embedded here in full; the rest are cited by title.

RMC No. 123-2023 — Circularizes the “Code of Professional Responsibility and Accountability”, or the rules governing “The Norms of Conduct and Ethical Standards in the Legal Profession,” and “Supreme Court of the Philippines EN BANC Resolution A.M. No. 22-09-01-SC dated April 11, 2023 Digest | Full Text | Annex A | Annex BOpen in Law LibraryDownload PDF

• OMNIBUS RULES IMPLEMENTING THE LABOR CODE - OMNIBUS RULES IMPLEMENTING THE LABOR CODE

This article is general information and not legal advice. For your specific situation, consult a lawyer or ask ASG Legal AI.