ACRA’s Amended Form 45 (2026): The New Money-Laundering Disqualification Declaration Every Singapore Director Must Sign

From 6 May 2026, every proposed director of a Singapore private company must sign a materially different Form 45 before ACRA will register their appointment. The Accounting and Corporate Regulatory Authority (ACRA) has amended this long-standing consent form to add a fresh, explicit declaration: that the proposed director has not been convicted of a money laundering offence under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 (CDSA). A second new declaration requires the proposed director to affirm that the company will be used only for legitimate business purposes.

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For most directors this will feel like a formality: one more box to tick before Bizfile lets an appointment go through. But the change reflects a genuine shift in the law, not just the paperwork. It follows the commencement of section 154(1)(a)(iii) of the Companies Act 1967 on 6 May 2026, which for the first time makes a CDSA money laundering conviction, on its own, a statutory ground for disqualification from acting as a director of a Singapore company. Company secretaries, corporate service providers (CSPs) and the directors themselves all need to understand what changed, why, and what it means for how appointments are handled from here on.

This article sets out exactly what the amended Form 45 now asks, the statutory basis for the change, and the practical steps a company or its corporate secretary should take when onboarding a new director in 2026.

What ACRA actually changed

Form 45, “Consent to Act as Director and Statement of Non-Disqualification to Act as Director”, has always served two functions in one document. It is the proposed director’s written consent to take up the appointment, and it is their sworn statement that none of the disqualifying grounds in the Companies Act apply to them. ACRA’s official announcement confirms that, with effect from 6 May 2026, the form now includes two new elements that were not previously required.

A new non-conviction declaration

The proposed director must now declare that they have not been convicted of a money laundering offence under the CDSA. This tracks directly to the new section 154(1)(a)(iii) of the Companies Act, which disqualifies a person from acting as a director if they have been convicted of such an offence. Because disqualification under section 154 is automatic on conviction (it does not require a separate court order), the declaration exists so that ACRA, the company and its officers all have a documented representation on file at the point of appointment.

A new legitimate purpose undertaking

Separately, the proposed director must now declare that they are aware of their statutory obligations, and undertake to use the company only for legitimate business purposes, acknowledging that misuse of the company for unlawful purposes may result in regulatory or legal action. This is a broader, forward-looking undertaking rather than a backward-looking disqualification check. It sits alongside ACRA’s wider push, through the Corporate Service Providers Act 2024 and related due diligence obligations, to keep shell and nominee arrangements from being used to launder proceeds of crime or facilitate other unlawful conduct.

Why this is happening now

Singapore has faced sustained scrutiny of its corporate registry following high-profile money laundering cases in recent years, including prosecutions where nominee directors were used to obscure the true controllers of companies holding illicit proceeds. Regulators have responded on several fronts: tighter CSP licensing and due diligence duties, more assertive enforcement against nominee arrangements, and now a direct statutory disqualification for anyone with a CDSA conviction who might otherwise be appointed, or continue, as a director.

The mechanism itself is not new in concept. Section 154 of the Companies Act 1967 has for some time disqualified a person from acting as a director where they have been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty, or an offence connected with the promotion, formation or management of a corporation. What is new is the addition of a specific, standalone ground tied to money laundering under the CDSA, effective 6 May 2026, and ACRA’s decision to build a fresh declaration into Form 45 to make that ground operative at the point of appointment rather than something discovered only after the fact.

Readers who have followed the firm’s coverage of recent director accountability cases will recognise the direction of travel: see our discussion of Public Prosecutor v Zheng Jia and the new sentencing framework for nominee directors, which reflects the same underlying policy concern about directors being used as fronts for unlawful conduct.

Old form versus amended form: what is different

The table below summarises the practical difference between the Form 45 that applied before 6 May 2026 and the version that applies from that date onwards.

What this means in practice for directors and companies

For an ordinary Singapore director joining an operating company, the practical burden is small: read the new declarations carefully before signing, because they are now making a specific representation about a CDSA conviction history, not just a general non-disqualification statement. Directors who have any doubt about a past conviction, in Singapore or overseas, and whether it falls within the CDSA or the broader section 154(1)(a) grounds, should take legal advice before signing rather than assume the form is a rubber stamp.

For corporate service providers and company secretaries managing appointments on behalf of clients, the amendment tightens the documentation trail. A CSP that collects a signed Form 45 without checking that it is the current version, or without a basic sanctions and adverse media screen on the proposed director, is arguably not meeting the spirit of the new declaration, even if it satisfies the letter of collecting a signed form. Firms should update their onboarding checklists to confirm they are using the post-6 May 2026 version of Form 45 for every new appointment, and should consider a lightweight screening step, such as a name check against publicly available conviction and sanctions information, before the form is signed.

This sits alongside, rather than replaces, the existing practical checklist for anyone joining a Singapore board. Readers preparing to appoint a new director should also refer to our practical checklist for a new director joining a Singapore company, and to the process guide on how to add or remove a director in Singapore, both of which now need to be read together with the amended Form 45 requirement.

Retention: section 173C and the statutory record

ACRA’s notice also reminds companies that the completed Form 45 must be retained as part of the company’s statutory records under section 173C of the Companies Act, which governs the duty of a company to keep the consents of its directors and secretaries. This is not a new obligation created by the 2026 amendment, but it takes on more weight now that the form itself carries a more specific declaration. If a dispute or investigation later arises over whether a director should have been disqualified at the point of appointment, the retained Form 45, and the version of it that was in force at the time, will matter.

Companies should not treat the signed Form 45 as a document to be filed away and forgotten. It should sit in the same statutory records file as board resolutions appointing the director and any other appointment documentation, consistent with good practice on maintaining Bizfile filings and statutory records generally.

Where nominee and shadow director arrangements fit in

The amendment has a particular bearing on nominee director arrangements, which remain lawful in Singapore but are subject to increasing scrutiny. A nominee director signing the amended Form 45 is making the same money laundering non-conviction declaration and legitimate purpose undertaking as any other director, and cannot rely on the nominee structure to dilute that responsibility. Businesses considering a nominee arrangement, whether for a foreign-owned entity needing a locally resident director or otherwise, should read this alongside our detailed guide to nominee directors in Singapore: legal requirements, risks and how it works.

The same logic extends to individuals who exercise real control over a company without being formally appointed. Anyone in that position, and any board relying on such an arrangement, should understand the exposure discussed in our article on shadow directors in Singapore and when someone who was never appointed can still be held liable as a director. The new Form 45 declarations do not apply to a shadow director in the same formal sense, since no consent form is signed, but they underline the direction of regulatory travel: Singapore is closing gaps around who can control a company and on what terms.

A worked example

Consider a Singapore-incorporated trading company appointing a new independent director, referred by an existing shareholder, who has spent most of their career overseas. Before 6 May 2026, the company secretary would have obtained a signed Form 45 covering consent to act and the standard non-disqualification statement, then lodged the appointment via Bizfile. From 6 May 2026 onwards, the same process requires the incoming director to also declare, in writing, that they have not been convicted of a money laundering offence under the CDSA, and to undertake that the company will be used only for legitimate purposes.

If that director has, in fact, been convicted of such an offence anywhere in the world, section 154(1)(a)(iii) disqualifies them automatically. Signing the form regardless would not cure the disqualification; it would instead create a false statutory declaration, with its own separate exposure. The correct course in that scenario is for the company secretary to decline to proceed with the appointment and to seek legal advice, not to lodge the appointment and hope the point is never tested.

Key takeaways for Singapore companies

• From 6 May 2026, Form 45 requires a new declaration of non-conviction for money laundering offences under the CDSA, reflecting the commencement of section 154(1)(a)(iii) of the Companies Act.
• A second new declaration requires the proposed director to undertake that the company will be used only for legitimate business purposes.
• Disqualification under section 154 is automatic on conviction; the declaration does not create the disqualification, it documents a representation about it.
• Completed Form 45 must be retained as a statutory record under section 173C, alongside board resolutions and other appointment documents.
• Company secretaries and CSPs should confirm they are using the post-amendment version of Form 45 for every new director appointment from 6 May 2026 onwards, and should not treat it as a routine formality.

Directors, company secretaries and business owners who are unsure whether an existing appointment, or a proposed one, could be affected by the amended Form 45 or the new section 154(1)(a)(iii) ground should seek advice before lodging the appointment with ACRA. Getting this wrong is not a paperwork issue; it goes to the validity of the appointment itself.

The Editorial Team, Raffles Corporate Services