Singapore’s corporate regulatory landscape is undergoing one of its most significant overhauls in years. The Corporate and Accounting Laws (Amendment) Act 2025, passed by Parliament on 5 November 2025, introduces sweeping changes that affect how companies are struck off the register, how struck-off companies may be restored, and what penalties directors face for breaching their duties.
With most provisions commencing from April 2026, these changes are now in effect. Whether you are a company director, shareholder, or corporate officer, it is crucial to understand the new rules and how they may affect your business.
This article provides a practical overview of the key amendments — from the tighter striking-off timeline and new grounds for refusing restoration, to the significantly increased penalties for directors and enhanced protections for shareholders.
Why the 2025 Amendment Act Matters
The Corporate and Accounting Laws (Amendment) Act 2025 was passed by Parliament on 5 November 2025, with most provisions commencing from April 2026. The Act amends several key pieces of legislation, including the Companies Act 1967, the Insolvency, Restructuring and Dissolution Act 2018, the Limited Liability Partnerships Act 2005, and the Accountants Act 2004.
For company directors and shareholders, the practical impact is significant. The amendments tighten rules against the misuse of companies, strengthen protections for shareholders, increase penalties for directors who breach their duties, and streamline certain regulatory processes. If you are a director, shareholder, or company officer in Singapore, understanding these changes is essential to staying compliant.
Tighter Rules on Striking Off Companies
One of the most notable changes under the 2025 Amendment Act concerns the process for striking off companies from the Register of Companies maintained by the Accounting and Corporate Regulatory Authority (ACRA).
Previously, the striking-off process could be drawn out, and there were concerns that inactive or dormant companies could be misused for illicit purposes — such as money laundering, fraud, or other unlawful activities — while they sat in a state of limbo on the register.
What Has Changed?
The amendments shorten the timeline of the striking-off process. By reducing the window during which a company remains on the register after an application for striking off has been made, ACRA can more efficiently remove dormant or inactive entities. This reduces the risk that such companies can be exploited by bad actors.
In practical terms, if you are considering closing your Singapore company, you should be aware that the process will move more quickly under the new rules. It is more important than ever to ensure that all outstanding annual returns are filed, all taxes are settled with the Inland Revenue Authority of Singapore (IRAS), and all regulatory obligations are met before applying to strike off your company.
New Grounds for Refusing Company Restoration
Perhaps even more significant are the changes to the restoration of struck-off companies. Under the previous regime, the Companies Act did not expressly specify the grounds on which the Registrar of Companies or the courts could refuse an application to restore a company that had been struck off.
Statutory Grounds for Refusal
The 2025 Amendment Act introduces explicit statutory grounds for the Registrar and the courts to refuse restoration applications. Specifically, if there is reason to believe that a company or limited liability partnership (LLP) is likely to be used for purposes prejudicial to public peace, welfare, or good order in Singapore, the Registrar or the Court must refuse the restoration application.
This is a critical safeguard. It closes a gap in the previous legislation and gives ACRA a clear legal basis to prevent the revival of entities that may be intended for criminal or otherwise harmful purposes. For legitimate business owners seeking to restore a struck-off company, this means that the application process may involve greater scrutiny — particularly if the company was struck off due to non-compliance or if there are any red flags in its history.
Increased Penalties for Directors Who Breach Their Duties
The 2025 Amendment Act also significantly increases the consequences for directors who fail to fulfil their statutory duties. Under Section 157 of the Companies Act, every director is required to act honestly and use reasonable diligence in discharging their duties.
Previous Penalties vs. New Penalties
Previously, the maximum fine for breaching Section 157 was S$5,000 — an amount widely regarded as insufficient to serve as a meaningful deterrent, particularly for directors of larger companies. Under the amendments, the maximum fine has been increased to S$20,000. In serious cases involving negligence or wilful failure to act in the company’s best interests, directors may now face up to 12 months’ imprisonment, or both a fine and imprisonment.
This fourfold increase in the maximum fine, combined with the possibility of imprisonment, sends a clear message: the law makes no distinction between nominee and non-nominee directors when it comes to the duty of care. If you serve as a nominee director, you are held to the same standard as any other director. It is essential that all directors — whether newly appointed or long-serving — understand their obligations and exercise them diligently.
For a detailed overview of what directors’ duties entail in practice, see our article on directors’ financial reporting responsibilities.
Better Protection for Shareholders
The amendments also strengthen protections for shareholders, particularly minority shareholders, in several important ways.
Two-Tier Approval for Selective Off-Market Share Purchases
One key change involves selective off-market purchases of shares. Previously, a company could buy back its own shares from specific shareholders without a robust approval mechanism that adequately protected the interests of all shareholders.
Under the new framework, a two-tier approval process is introduced for selective off-market purchases. The first tier requires approval from all shareholders — regardless of their class of shares — excluding the shareholders whose shares are being acquired. This ensures that the remaining shareholders have a direct say in whether the company proceeds with the buyback, preventing potential abuse by controlling shareholders.
This change is particularly relevant for private companies where shareholder dynamics can be more complex and where minority shareholders may otherwise find themselves disadvantaged. For more on how share buybacks and treasury shares work in Singapore, refer to our comprehensive guide.
Reducing the Regulatory Burden
Not all of the changes are about tightening rules. The 2025 Amendment Act also seeks to reduce the regulatory burden on companies where possible.
While the specific provisions in this area are still being rolled out by ACRA, the overall intent is to streamline compliance processes, reduce unnecessary filings, and make it easier for companies to meet their obligations without excessive administrative overhead. This is welcome news for small and medium-sized enterprises (SMEs) in particular, which often bear a disproportionate compliance burden relative to their size.
Business owners should monitor ACRA’s website for updates on which regulatory requirements are being simplified and how these changes may benefit their companies. For a practical guide to staying on top of your company’s compliance obligations, see our earlier article on common compliance mistakes.
Enhanced Regulatory Regime for Public Accountants
The Amendment Act also makes changes to the Accountants Act 2004, strengthening the regulatory regime for public accountants in Singapore. While the details of these changes are more relevant to the accounting profession itself, company directors should be aware that the standards expected of their auditors and accountants are being raised. This may lead to more rigorous audits and higher-quality financial reporting — outcomes that ultimately benefit shareholders and the broader business community.
For companies that need to navigate financial reporting standards and ensure their accounts are in order, engaging a qualified corporate services provider can help ensure compliance with both existing and new requirements.
What Should You Do Now?
With these amendments now in effect, here are the key steps every Singapore company director and officer should consider:
1. Review your director duties. Ensure that all directors — including nominee directors — are aware of the increased penalties for breaching Section 157 of the Companies Act. Consider whether your company needs to update its internal governance policies.
2. Check your compliance status. If your company has any outstanding filings, tax obligations, or regulatory matters, address them promptly. The shortened striking-off timeline means that non-compliant companies may be removed from the register more quickly.
3. Understand the restoration rules. If your company has been struck off and you are considering restoration, be prepared for greater scrutiny under the new statutory grounds for refusal.
4. Review shareholder agreements. If your company is contemplating any share buyback or off-market purchase, familiarise yourself with the new two-tier approval requirements to ensure compliance.
5. Engage professional support. The regulatory landscape is becoming more complex. Working with a qualified company secretary and corporate services provider can help you navigate these changes with confidence.
How Raffles Corporate Services Can Help
At Raffles Corporate Services, we help Singapore companies stay ahead of regulatory changes. Whether you need assistance with company incorporation, ongoing corporate secretarial compliance, annual return filings, or understanding how the latest legislative amendments affect your business, our experienced team is here to guide you.
Contact us today to ensure your company is fully prepared for the new requirements under the Corporate and Accounting Laws (Amendment) Act 2025.
— The Editorial Team, Raffles Corporate Services