Singapore’s corporate regulatory landscape is undergoing one of its most significant transformations in recent years. The Corporate and Accounting Laws (Amendment) Act 2025, passed by Parliament on 5 November 2025, introduces sweeping changes across multiple pieces of legislation — from the Companies Act 1967 to the Accountants Act 2004 and the Limited Liability Partnerships Act 2005.
With most provisions commencing from April 2026, company directors, shareholders, and corporate officers across Singapore need to understand how these amendments will affect their businesses. Whether you are a local entrepreneur, a foreign investor with a Singapore-incorporated entity, or a company officer responsible for compliance, this guide breaks down the key changes and what you need to do to stay on the right side of the law.
If your company has not yet taken steps to prepare, now is the time. The penalties for non-compliance have been significantly increased, and ACRA has signalled its intention to enforce these new rules rigorously.
Scope of the Amendments
The Corporate and Accounting Laws (Amendment) Act 2025 amends no fewer than seven pieces of legislation:
- The Accounting and Corporate Regulatory Authority Act 2004
- The Accountants Act 2004
- The Companies Act 1967 (Cap. 50)
- The Insolvency, Restructuring and Dissolution Act 2018
- The Limited Liability Partnerships Act 2005
- The Limited Partnerships Act 2008
- The Variable Capital Companies Act 2018
The breadth of these amendments reflects Singapore’s commitment to maintaining a robust, transparent, and internationally competitive corporate governance framework. Below, we examine the changes most relevant to private limited companies — the most common business structure in Singapore.
Registers of Nominee Directors and Nominee Shareholders (ROND and RONS)
One of the most consequential changes under the Amendment Act relates to nominee arrangements. Companies in Singapore are now required to disclose to ACRA not only the identities of their nominee directors and nominee shareholders, but also the identities of the nominators — that is, the individuals or entities on whose behalf the nominees are acting.
Under the new framework:
- ACRA will maintain central registers of nominee directors (ROND) and nominee shareholders (RONS).
- All existing companies and foreign companies were required to file the details from their private ROND and RONS with ACRA by 31 December 2025.
- For new companies incorporated on or after 16 June 2025, this information must be submitted at the point of incorporation.
- Nominee status will be visible on ACRA business profiles, although nominator details will only be accessible to government agencies and will not be available to the general public.
If your company uses nominee directors, it is critical to ensure that all nominee arrangements are properly documented and that the required filings have been lodged with ACRA. You can read our detailed guide on Singapore’s Central Registers of Nominee Directors and Nominee Shareholders for more information on how to comply.
Register of Registrable Controllers (RORC) — No More Grace Period
Previously, companies had a 30-day grace period after incorporation to set up their Register of Registrable Controllers (RORC). Under the Amendment Act, this grace period has been removed entirely.
From the moment your company is registered on ACRA’s BizFile+ portal, your RORC must be in place and accurate. This applies to all new companies, including foreign companies registering in Singapore.
For existing companies, it is equally important to ensure that your RORC is up to date. ACRA has indicated that it will be conducting more rigorous compliance checks, and outdated or inaccurate registers can attract significantly higher penalties under the new framework.
If you are unfamiliar with RORC requirements, refer to our Singapore company compliance checklist for a comprehensive overview of the statutory registers your company must maintain.
Enhanced Penalties for Non-Compliance
Perhaps the most attention-grabbing change under the Amendment Act is the dramatic increase in penalties for failing to maintain or accurately update statutory registers.
Previously, maximum fines for offences relating to registers of controllers, nominee directors, and nominee shareholders stood at S$5,000. Under the new provisions, these have been raised to S$25,000 — a fivefold increase.
More broadly, the maximum fine for director breaches has been raised to S$20,000 (up from S$5,000 previously), and 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 represents a significant shift in enforcement philosophy. The message from the authorities is clear: directors must take personal responsibility for ensuring that their companies’ statutory records are accurate and filed on time. Even if day-to-day compliance tasks are outsourced to a corporate secretary or corporate service provider, the directors themselves remain ultimately accountable.
Changes to Director and Company Secretary Requirements
The Amendment Act also introduces practical changes to the roles of directors and company secretaries.
Sole Directors May Now Act as Company Secretaries
Under the previous regime, a sole director could not simultaneously serve as the company secretary. The Amendment Act relaxes this restriction, allowing sole directors to take on the company secretary role as well.
While this may reduce costs for small companies with a single director, it is important to recognise that the role of a company secretary carries significant compliance responsibilities. Sole directors who choose to take on this dual role must be confident that they can fulfil all statutory filing obligations, maintain accurate registers, and ensure timely lodgement of annual returns and other regulatory filings.
Greater Scrutiny of Director Appointments
Directors must understand their duties under Section 157 of the Companies Act, which requires them to act honestly and use reasonable diligence in the discharge of their duties. The Amendment Act reinforces this by increasing the consequences for directors who fail to exercise adequate oversight.
For companies appointing their first directors, it is more important than ever to ensure that incoming directors fully understand the scope of their legal obligations before accepting the appointment.
Enhanced Audit Accountability
The Amendment Act also strengthens the regulatory oversight of public accountants. Under the new provisions:
- The public accountant primarily responsible for an audit engagement must be identified by name in the audit report itself.
- This requirement is designed to promote greater personal accountability and transparency in the auditing profession.
- New frameworks will enhance the Accounting and Corporate Regulatory Authority’s oversight powers over public accountants to ensure the integrity of statutory audits.
For companies that are required to have their financial statements audited, this change means that the named auditor will have a stronger personal incentive to ensure the accuracy and completeness of the audit. Companies should discuss these changes with their auditors to understand how the new requirements may affect the audit process and timeline.
Impact on Variable Capital Companies (VCCs) and Limited Partnerships
While this article focuses primarily on private limited companies, it is worth noting that the Amendment Act also extends similar transparency and compliance requirements to:
- Variable Capital Companies (VCCs): VCCs, which are commonly used as investment fund vehicles in Singapore, will be subject to enhanced controller disclosure requirements and register maintenance obligations.
- Limited Partnerships (LPs) and Limited Liability Partnerships (LLPs): Similar amendments apply to these business structures, including enhanced penalties for non-compliance with register requirements.
If your business operates through any of these structures, it is advisable to review the specific amendments applicable to your entity type.
What Your Company Should Do Now
With the April 2026 commencement date upon us, here is a practical checklist to ensure your company is prepared:
- Review your ROND, RONS, and RORC: Confirm that all registers are complete, accurate, and filed with ACRA. If you have not yet filed your ROND and RONS details, do so immediately — the deadline of 31 December 2025 has passed, and late filings may attract penalties.
- Audit your nominee arrangements: If your company uses nominee directors or nominee shareholders, ensure that the nominator details are properly documented and disclosed. Our guide on nominee director requirements can help you understand what is required.
- Brief your directors: Ensure that all directors understand the enhanced penalties for non-compliance and their personal liability for maintaining accurate statutory records. Consider providing a summary of the key changes at your next board meeting.
- Review your company secretary arrangements: If your sole director is considering taking on the company secretary role, carefully assess whether this is practical given the increased compliance burden. Engaging a professional corporate secretary service may be a more prudent approach.
- Confirm your annual return and financial reporting obligations: With the annual return filing process now subject to greater scrutiny, ensure that your company’s filings are up to date and that you have selected the correct financial reporting standard.
- Consult your auditors: If your company is subject to audit requirements, discuss the new auditor identification requirements with your audit firm.
Conclusion
The Corporate and Accounting Laws (Amendment) Act 2025 represents a significant tightening of Singapore’s corporate governance and transparency requirements. With enhanced penalties, stricter register maintenance obligations, and greater personal liability for directors, the cost of non-compliance has never been higher.
Singapore’s regulatory environment continues to evolve in line with international best practices, and companies that stay ahead of these changes will be better positioned to maintain their good standing with ACRA and avoid costly penalties.
If you need assistance reviewing your company’s compliance status, updating your statutory registers, or understanding how these changes affect your specific situation, Raffles Corporate Services is here to help. Our experienced corporate secretarial team can guide you through the new requirements and ensure that your company remains fully compliant.
— The Editorial Team, Raffles Corporate Services