Legal Secondment in the Philippines: How It Works for In-House Teams

Legal secondment in the Philippines is an arrangement in which a lawyer's services are temporarily assigned to another organization — typically a company's in-house legal or compliance team — while the lawyer remains connected to the originating law firm or employer. The secondee works under the host organization's direction for an agreed period, then returns to the originating firm. Secondment is recognized in Philippine practice as a legitimate professional arrangement, but it operates within the rules governing the legal profession and, where the host is a corporation, within the framework of the Revised Corporation Code.

What legal secondment means in practice

Secondment is a temporary transfer of a lawyer's day-to-day work, not a permanent change of employer. A law firm may second an associate to a client's legal department for several months so the client gains dedicated capacity for a project, a compliance program, or a transition period. The lawyer remains an employee or partner of the originating firm unless the parties agree otherwise.

For the host organization, the secondee functions like an embedded counsel: reviewing contracts, advising business units, and managing compliance work. For the originating firm, secondment deepens client relationships and gives the lawyer industry exposure.

The ethics rules that govern seconded lawyers

The Code of Professional Responsibility and Accountability sets the norms of conduct and ethical standards for the legal profession. The Code applies to lawyers wherever they are assigned, so a seconded lawyer remains bound by the same duties of competence, fidelity, and confidentiality as any other member of the Bar.

Three duties matter most in a secondment:

• Confidentiality. Information learned about the host organization cannot be used against it, and information from the originating firm's other clients cannot flow into the host.
• Conflicts of interest. A secondment must not place the lawyer in a position of representing conflicting interests.
• Supervision and competence. The lawyer must be able to render competent service in the host's field and remain subject to professional regulation.

Because the Code governs the norms of conduct and ethical standards of the legal profession, the secondee's professional obligations do not transfer to the host company. The host cannot instruct the lawyer to disregard them.

How a secondment is structured

A well-drafted secondment rests on a written agreement between the originating firm and the host organization. Key terms typically include:

• Scope of work. What the secondee will handle and what remains with the host's own counsel.
• Duration and termination. The fixed term, extension options, and grounds for early recall.
• Direction and reporting. Who supervises the secondee day to day, and how performance is reviewed.
• Confidentiality and conflicts. How information barriers will be maintained and how conflicts are screened.
• Fees and costs. Whether the host pays the firm a secondment fee, reimburses salary, or both.
• Indemnities and insurance. Which party bears liability for the secondee's acts within the agreed scope.

The agreement should also confirm that the secondee remains a lawyer in good standing and that the host will not require any act inconsistent with the Code of Professional Responsibility and Accountability.

Corporate and compliance considerations for the host

Where the host is a corporation organized under Republic Act No. 11232, the Revised Corporation Code of the Philippines, the secondee does not become a corporate officer by reason of the assignment. Under Section 24 of the Revised Corporation Code, corporations elect a president, a treasurer, and a secretary, and corporations vested with public interest must also elect a compliance officer. A secondee supporting the legal or compliance function does not automatically hold any of these offices.

If the host wants the secondee to hold a corporate office, that requires a separate board election and compliance with the qualifications and disqualifications in the Code, including Section 26 on disqualification of directors, trustees, or officers. In most secondments, the cleaner approach is to keep the secondee as an adviser or embedded counsel rather than a statutory officer.

Corporations vested with public interest should also note that the Revised Corporation Code requires a compliance officer elected by the board under Section 24. A secondee may assist that officer without displacing the statutory role.

When secondment makes sense — and when it does not

Secondment is useful for temporary surges in legal work, for building a compliance program, or for bridging a gap while a company recruits permanent counsel. It is less suitable where the work requires a statutory officer, where conflicts cannot be screened, or where the host needs advice on a matter adverse to another client of the originating firm.

Frequently asked questions

Is legal secondment allowed in the Philippines? Yes. Secondment is a recognized arrangement, provided the seconded lawyer remains bound by the Code of Professional Responsibility and Accountability and no conflict of interest arises.

Does a seconded lawyer become an employee of the host company? Not automatically. The secondee usually remains connected to the originating firm. Employment with the host requires a separate agreement and, for corporate offices, a board election under the Revised Corporation Code.

Can a seconded lawyer serve as a corporation's compliance officer? Only if validly elected by the board as required under Section 24 of the Revised Corporation Code for corporations vested with public interest. Secondment alone does not confer that office.

Practical takeaways

• Secondment is temporary: the lawyer's services are assigned, not the lawyer's employment.
• The Code of Professional Responsibility and Accountability follows the secondee into the host organization.
• Put the scope, duration, supervision, confidentiality, and fees in a written secondment agreement.
• A secondee does not become a corporate officer unless separately elected under the Revised Corporation Code.
• Screen for conflicts before the assignment begins, not after.

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

• REPUBLIC ACT NO. 11232 - AN ACT PROVIDING FOR THE REVISED CORPORATION CODE OF THE PHILIPPINES

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