If you are a director of a Singapore company, April 2026 marks a watershed moment. The Corporate and Accounting Laws (Amendment) Act 2025, passed by Parliament on 5 November 2025, introduces some of the most significant changes to Singapore’s corporate governance landscape in years. With most provisions commencing from April 2026, directors who are unaware of the new rules risk facing substantially higher fines, disqualification, and even imprisonment.
This article breaks down the key changes that affect directors, explains the new penalties and compliance obligations, and sets out practical steps you can take to ensure your company stays on the right side of the law.
Whether you are a first-time director or a seasoned business owner with multiple directorships, these amendments demand your attention.
Background: Why Were These Amendments Introduced?
The Corporate and Accounting Laws (Amendment) Act 2025 amends several key pieces of legislation, including the Companies Act 1967, the Accounting and Corporate Regulatory Authority Act 2004, the Limited Liability Partnerships Act 2005, the Limited Partnerships Act 2008, and the Variable Capital Companies Act 2018. The overarching goals are threefold:
Strengthening corporate governance — by holding directors more accountable for their companies’ compliance with statutory obligations.
Preventing misuse of corporate entities — by giving ACRA greater powers to refuse the restoration of struck-off companies suspected of being used for unlawful purposes.
Regulating corporate service providers — by requiring all corporate service providers (CSPs) to register with ACRA and comply with anti-money laundering (AML) and countering the financing of terrorism (CFT) requirements.
These amendments reflect Singapore’s commitment to maintaining its reputation as a clean, transparent, and well-regulated business environment — a key reason why so many entrepreneurs choose to incorporate their companies in Singapore.
Key Change #1: Significantly Higher Penalties for Directors
Perhaps the most impactful change for directors is the dramatic increase in penalties for breaches of directors’ duties under Section 157 of the Companies Act.
What Has Changed?
Previously, the maximum fine for a breach of directors’ duties was S$5,000. Under the amended provisions, this has been increased fourfold to S$20,000. In serious cases involving negligence or wilful failure to act in the company’s best interests, directors may now also face up to 12 months’ imprisonment, or both a fine and imprisonment.
This is a significant escalation. The message from the authorities is clear: directors are expected to take their fiduciary duties seriously, and the days of treating a S$5,000 fine as a minor cost of doing business are over.
What Does This Mean in Practice?
Directors must ensure they are actively fulfilling their duties, including:
- Acting honestly and in good faith in the best interests of the company
- Exercising reasonable diligence in the discharge of their duties
- Avoiding conflicts of interest and declaring any personal interests in transactions
- Ensuring the company’s statutory registers and records are accurate and up to date
If you are a nominee director, these changes are particularly important. The enhanced penalties apply equally to nominee directors, and the “I didn’t know” defence will no longer shield directors from personal fines if ACRA audits reveal inaccurate or outdated corporate secretarial records.
Key Change #2: Director Disqualification Tightened
The amendments also tighten the grounds for director disqualification. Under the new rules, a pattern of repeated non-compliance — even for “technical” breaches — can now lead to a director being barred from holding any directorships.
The New Threshold
Specifically, having three or more late filings within a five-year period can now be grounds for ACRA to disqualify a director for up to five years. This covers late filing of annual returns, late notification of changes in directors or company secretary, and other statutory filings with BizFile+.
For directors who sit on multiple boards, this is a wake-up call. A disqualification order does not just affect one company — it bars you from serving as a director of any company in Singapore for the duration of the disqualification period.
Key Change #3: Enhanced Requirements for Corporate Registers
Companies are now required to maintain accurate digital registers of members, directors, and controllers. The amendments strengthen ACRA’s enforcement mechanisms to ensure that these registers are kept up to date.
This dovetails with Singapore’s existing requirements for companies to maintain central registers of nominee directors and nominee shareholders. The expectation is that all corporate records filed with ACRA are accurate, complete, and current.
Practical Implications
If your company’s register of members or register of directors contains outdated information — for example, if a change of shareholder was not properly notified to ACRA — this could now trigger enforcement action. Directors are personally responsible for ensuring these records are correct.
Companies that have been lax about updating their records should conduct a thorough compliance audit immediately. If you are unsure about the state of your company’s statutory registers, engaging a professional corporate secretary is essential. Filing your annual return with inaccurate information could now carry real consequences.
Key Change #4: Preventing Misuse of Struck-Off Companies
Under the previous framework, a company that had been struck off the register could apply for restoration with relatively few questions asked. The amendments change this significantly.
The Registrar and the Court must now refuse to restore a company if there is reason to believe the entity is likely to be used for purposes prejudicial to public peace, welfare, or good order in Singapore. This provision is aimed at preventing struck-off shell companies from being revived for illicit purposes, including money laundering and fraud.
For legitimate businesses, this should not be a concern. However, if your company was dormant and subsequently struck off, and you are considering restoration, you should be prepared to demonstrate a genuine business purpose for the restoration application.
Key Change #5: Regulation of Corporate Service Providers
One of the most far-reaching changes in the Act is the introduction of a mandatory registration framework for Corporate Service Providers (CSPs). Under the new rules, all CSPs operating in Singapore must:
- Register with ACRA
- Meet fit-and-proper criteria set by the Registrar
- Comply with AML/CFT obligations, including customer due diligence and suspicious transaction reporting
This change is significant for companies that engage external providers for corporate secretarial, accounting, or registered office services. You should verify that your service provider is properly registered with ACRA under the new framework.
As a registered filing agent with ACRA, Raffles Corporate Services is well positioned to assist companies in navigating these new requirements.
Key Change #6: Enhanced Auditor Accountability
The amendments also target the auditing profession. Under the new rules, the public accountant who is primarily responsible for an audit engagement must now be identified by name in the audit report itself. This is intended to promote greater personal accountability and transparency in auditing.
While this change primarily affects auditors, directors should be aware of it as it reflects the broader theme of the amendments: individual accountability throughout the corporate ecosystem.
What Should Directors Do Now? Practical Compliance Steps
With these amendments now in force, here are the practical steps every Singapore director should take:
1. Conduct a compliance audit. Review your company’s statutory records, including the register of members, register of directors, and register of controllers. Ensure all information filed with ACRA is accurate and up to date. If your company has not filed its annual return on time, prioritise this immediately.
2. Review your filing history. Check whether your company has any history of late filings. Remember, three late filings within five years could now lead to director disqualification. If there are outstanding filings, get them done as soon as possible.
3. Ensure you have a qualified company secretary. Under Section 171 of the Companies Act, every Singapore company must appoint a company secretary within six months of incorporation. Your company secretary plays a critical role in maintaining compliance and ensuring timely filings. If you do not have one, or if your current arrangements are inadequate, consider engaging a professional corporate secretarial firm.
4. Understand your duties. Take the time to understand your obligations as a director under Section 157 of the Companies Act. This includes the duty to act honestly, exercise reasonable diligence, and avoid conflicts of interest. The remuneration you receive as a director comes with real responsibilities.
5. Verify your corporate service provider. If you engage a CSP for corporate secretarial or accounting services, confirm that they are registered with ACRA under the new CSP registration framework.
6. Stay informed. Corporate governance requirements in Singapore evolve regularly. Subscribe to updates from ACRA and engage a professional corporate secretary who can alert you to regulatory changes that affect your company.
How These Changes Affect Foreign Directors and Entrepreneurs
If you are a foreigner who has incorporated a Singapore company, these amendments are equally relevant to you. Singapore requires every company to have at least one director who is ordinarily resident in Singapore. If you are relying on a nominee director to fulfil this requirement, remember that the nominee director shares the same legal obligations — and now faces the same enhanced penalties — as any other director.
Foreign entrepreneurs holding an Employment Pass who also serve as directors of their companies should ensure they are personally across the company’s compliance status. Delegating everything to a nominee director without oversight is no longer a viable approach.
Conclusion
The Corporate and Accounting Laws (Amendment) Act 2025 represents a significant tightening of Singapore’s corporate governance framework. For directors, the key takeaways are clear: penalties are higher, enforcement is stricter, and the expectation of active oversight and personal accountability has never been greater.
The good news is that compliance is straightforward when you have the right support in place. A competent corporate secretary, accurate statutory records, and timely filings are the foundation of good corporate governance — and they will keep you well within the bounds of the law.
If you need assistance reviewing your company’s compliance status, updating your statutory records, or understanding how these amendments affect your business, Raffles Corporate Services is here to help. Our experienced corporate secretarial team can guide you through these changes and ensure your company remains fully compliant.
— The Editorial Team, Raffles Corporate Services