The Corporate and Accounting Laws (Amendment) Act 2025 (“Amendment Act”) was passed by Parliament on 5 November 2025 and will commence in phases. The first tranche of provisions announced by the Accounting and Corporate Regulatory Authority (“ACRA”) was officially effected on 6 May 2026.
Core Objectives of the Amendments
- ▸ Streamlining regulatory requirements for businesses operating in Singapore
- ▸ Strengthening regional and domestic corporate governance standards
- ▸ Enhancing corporate transparency and professional accountability
- ▸ Significantly improving minority and class shareholder protection mechanisms
▸ Key Changes
Heavier Penalties for Directors
To strengthen the regulatory framework for companies, Directors are now subject to stricter penalties for failing to act honestly or exercise reasonable diligence in the discharge of their duties.
What Changed
- Maximum fines increased from S$5,000 to S$20,000.
- Serious offences may result in severe monetary fines.
- Imprisonment thresholds have been raised up to 12 months.
What Companies Should Do
- Ensure directors understand their enhanced obligations under Section 157 of the Companies Act 1967.
- Strengthen internal governance structures and compliance verification pipelines.
- Review board oversight practices and operational documentation workflows.
Prevent Misuse of Companies for Unlawful Purposes
To strengthen Singapore’s anti-money laundering regime, directors will now be disqualified from acting as directors if they are convicted of money laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992. The existing list of offences that disqualify individuals from holding director positions has also been expanded. These amendments strengthen Singapore’s anti-money laundering framework.
What Changed
- Directors convicted of money laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 will face automatic disqualification.
- The statutory list of specific offences triggering a directorship disqualification has been extensively expanded.
What Companies Should Do
- Update internal onboarding protocols and background due diligence screening pipelines.
- Enhance structural pre-appointment director verification procedures.
- Conduct ongoing corporate compliance monitoring workflows for current directors and key executive officers.
Enhance Accountability in Auditing
Audit reports must now identify the public accountant who is primarily responsible for the audit engagement by name directly within the Audit Report document.
Purpose of the Amendment
- Promote greater operational and professional transparency across corporate filings.
- Enhance personal and professional accountability directly within the audit profession.
What Companies Should Do
- Coordinate closely with external auditors during upcoming annual closing cycles.
- Ensure existing financial audit reporting processes comply fully with the revised presentation requirements.
Safeguarding Shareholders’ Interests
Currently, a company may purchase its own shares through a selective off-market purchase, which requires the approval of shareholders (not including the shareholders whose shares are being acquired) holding not less than 75% of the total voting rights. The Amendment Act fundamentally alters corporate restructurings by introducing a strict new two-tier approval framework for selective off-market share buy-backs, giving affected classes of shareholders a much stronger voice.
New Approval Requirements
- Tier 1: Requires 75% approval from all shareholders, completely excluding the specific shareholders who are selling their shares.
- Tier 2 (New): Requires a separate 75% approval specifically from the affected class of shareholders, excluding those who are selling.
- Exemption: Tier 2 approval will not be applicable if the entire class of shares is being acquired simultaneously.
What Companies Should Do
- Companies utilizing multi-class structures (e.g., ordinary and preference shares) must carefully review these precise statutory parameters before embarking on any selective share buy-back exercises.
Reducing Regulatory Burden
To provide companies with greater operational flexibility to determine their operating hours while maintaining the core statutory rights of individuals who require direct access to corporate records, the Amendment Act introduces the following modernizations:
Key Operational Adjustments
- Abolishment of the rigid, minimum physical opening hours requirement for a company’s registered office.
- Persons entitled to inspect any company record must now provide the company with reasonable formal notice of their intent.
- Companies remain legally mandated to make records available for inspection for at least two (2) hours during each business day.
Note: The exact effective commencement date of this operational change regarding office hours will be announced by ACRA in due course.
▸ Practical Next Steps for Companies
1
Update Compliance Checks
Ensure onboarding, director appointment, and compliance procedures reflect the expanded disqualification criteria.
2
Review Share Class Structures
Assess whether your company structure may be affected by the new two-tier approval framework before the selective share buy-back exercise.
3
Strengthen Board Governance
Ensure directors understand their enhanced obligations under the amended Section 157 of the Companies Act 1967 and maintain proper governance procedures, including:
- Financial statement reviews processes
- Board meetings protocols
- Conflict-of-interest declarations
4
Coordinate With Auditors
Work with your auditor to ensure compliance with the new audit reporting requirements.
How We Can Assist
If you require further information or assistance in understanding how these amendments may affect your organisation, please feel free to contact us. Our dedicated corporate secretarial team would be pleased to assist with:
- ▸ Governance and compliance reviews
- ▸ Director screening procedures
- ▸ Share structure assessments
- ▸ Corporate secretarial support
- ▸ Regulatory advisory services
If you have any questions, please email to:-
Funds-related inquiries
Jocelyn <jocelyn@prestigefiduciary.com>
Zoey <zoey@prestigefiduciary.com>
Shi Ning <shining@prestigefiduciary.com>
Sales inquiries
Dong Neng <dongneng@prestigefiduciary.com>
Xiao Yan <xiaoyan@vodich.com.sg>
Clarissa <sales@vodich.com.sg>
Tax inquiries
Siew Chui <susan@vodich.com.sg>
General inquiries
Puay Siang <puaysiang@vodich.com.sg>
