The Corporate and Accounting Laws (Amendment) Act 2025: What Changed for Companies

The first tranche of the Corporate and Accounting Laws (Amendment) Act 2025 commenced on 6 May 2026, and the two changes a director will feel most are both about money. The maximum fine for breaching the statutory duty in section 157 of the Companies Act 1967 is now $20,000, with imprisonment of up to 12 months available. The maximum fine attached to the annual return obligation in section 197 doubled to $10,000.

Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.

The Act was passed by Parliament on 5 November 2025 and assented to on 25 November 2025 as Act 24 of 2025. It is a multi-statute amendment Act, reaching the Accounting and Corporate Regulatory Authority Act 2004, the Accountants Act 2004, the Companies Act 1967, the Insolvency, Restructuring and Dissolution Act 2018, the Limited Liability Partnerships Act 2005, the Limited Partnerships Act 2008 and the Variable Capital Companies Act 2018, with consequential amendments to three further statutes.

It is also phased. The Act lists, at its head, exactly which of its 156 sections came into operation on 6 May 2026, and a substantial number did not. Knowing which is which is the difference between advising on current law and advising on a press release.

This is part 1 of two. It covers the company and director side. Part 2 covers what changed for corporate service providers and the accountancy profession.

What is now in force, and what is not

The Act is published free on Singapore Statutes Online, and the commencement notification brought the first tranche into operation on 6 May 2026.

Part 3 of the Amendment Act, sections 38 to 105, amends the Companies Act 1967. Reading the commencement list against that Part gives you the following picture.

The pattern is clear enough. The penalty and governance changes went live. The registered office and restoration reforms are sitting in a later tranche.

The director’s duty now carries a $20,000 fine

Section 58 of the Amendment Act replaces paragraph (b) of section 157(3) of the Companies Act 1967. An officer or agent who breaches the duty is now guilty of an offence and liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 12 months, or both.

ACRA has published that the previous maximum was $5,000, making this a fourfold increase, and that for serious offences a director may now face both the fine and imprisonment.

Section 157 is the provision that requires a director at all times to act honestly and to use reasonable diligence in the discharge of the duties of the office. It is short, it is general, and it is the hook on which a great deal of enforcement hangs. Two practical observations follow from the increase.

First, the exposure is personal. A section 157 conviction is not a company fine that the company pays. Second, the provision reaches officers and agents, not only formally appointed directors. If you are running a company without being appointed to the board, our note on shadow directors in Singapore explains why that does not help you.

The annual return fine doubled

Section 74 of the Amendment Act is one line: in section 197(6) of the Companies Act, replace “$5,000” with “$10,000”.

Section 197 is the annual return obligation. That one word change doubles the maximum fine for the single most commonly missed filing in Singapore. It sits on top of, not instead of, ACRA’s late lodgement penalty regime, which is a separate and administratively imposed charge. Our note on ACRA late lodgement penalties sets out that scale, and appealing an ACRA late filing penalty covers what to do once you are already in default.

The annual general meeting rule is restated on the face of the Act

Section 70 of the Amendment Act replaces section 175(1) of the Companies Act. A company must now hold an annual general meeting after the end of each financial year within four months in the case of a listed public company, or six months in the case of any other company, subject to section 175 itself and to section 175A.

For most private companies this restates the position they were already working to rather than changing it. What it does do is put the deadline in the subsection itself, in plain terms, which makes it harder to get wrong. Section 70 also tidies the offence provision in section 175(4), replacing the old language of default with a direct reference to failing to comply with subsection (1).

Two related provisions moved with it. Section 71 of the Amendment Act amends section 175A, the dispensation route for private companies, and section 74 lifts the annual return penalty as set out above. If your financial year end is drifting relative to your AGM and annual return, our guide to changing your financial year end covers the mechanics and the tax consequence.

Disqualification now reaches money laundering convictions

Section 56 of the Amendment Act inserts a new sub-paragraph (iii) into section 154(1)(a) of the Companies Act. A conviction for an offence under section 50, 51, 53, 54, 55 or 55A of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 now falls within the disqualification regime, where the conviction is on or after the date section 56 commenced.

The date qualifier matters. This is not retrospective. A conviction before 6 May 2026 does not engage the new sub-paragraph.

ACRA has published that the wider list of offences that disqualify an individual from holding a directorship has also been expanded. We have covered the practical consequence separately in ACRA’s amended Form 45 and the new money-laundering disqualification, and that piece is the better read if your question is what a proposed director now has to declare.

Selective share buy-backs need a second vote

Section 50 of the Amendment Act inserts new subsections (2A), (5A), (9A), (12A) and (12B) into section 76D of the Companies Act.

The effect is a second approval gate. Where the shares that are the subject of a selective off-market purchase belong to a particular class and do not constitute all the shares in that class, the company must, before passing the special resolution, obtain the consent of at least 75% of the holders of the shares of that class, excluding any person whose shares are proposed to be purchased and that person’s associated persons. The same requirement applies to varying or revoking the authority, to varying an existing agreement, and to a proposed release agreement.

New subsection (12B) confirms, to avoid doubt, that the consent includes but is not limited to consent given by a resolution passed at a meeting of those holders. So a written consent process is available, which is the practical route for a small private company.

We covered this change in detail when it was announced, in the new two-tiered shareholder approval for selective share buy-backs, and that article rather than this one is the place to go for the resolution drafting.

Accounts, audit and the controller register

Three quieter changes are worth knowing about.

Accounting standards flexibility. Section 76 of the Amendment Act replaces section 201(15) of the Companies Act and inserts a new section 201(15A). The Minister may, by order in the Gazette, substitute other accounting standards for the whole or any part of the Accounting Standards in respect of a specified class or description of companies, and may exempt the directors of a specified class of companies from having to ensure compliance with all or any of the requirements of the Accounting Standards. Section 76 also relaxes section 201(12) from “any requirement” to “all or any of the requirements”, which lets the Registrar approve partial non-compliance rather than having to treat it as all or nothing.

Auditor access, restated. Section 78 of the Amendment Act reworks section 207. It replaces section 207(2)(aa) so that the auditor’s reporting duty on non-compliance with the Accounting Standards is expressed against both the Registrar’s approval under section 201(12) and a Ministerial order under the new section 201(15A). It replaces the reference in section 207(5) to a “related company” with a reference to a company deemed to be related by virtue of section 6, closing a definitional gap. And it replaces section 207(10) with a clearer list of the persons who commit an offence by obstructing an auditor, carrying a fine not exceeding $4,000. That list expressly includes any officer of a company or of a subsidiary corporation who otherwise hinders, obstructs or delays an auditor in the performance of the auditor’s duties.

Register of controllers reach. Section 96 of the Amendment Act inserts a new section 386AA(1A), extending several of the controller provisions to a person who is, or of whom there are reasonable grounds to believe is, a registrable controller of a company or foreign company, whether or not that person is itself an entity set out in the Fourteenth or Fifteenth Schedule. In plain terms, being an exempt entity yourself no longer exempts you from responding when you sit in the ownership chain of a company that is not exempt.

ACRA has also published that audit reports must now identify by name the public accountant primarily responsible for the audit engagement, in place of the previous practice of a firm signature alone. That change is covered in part 2 of this pair, what changed for corporate service providers and the accountancy profession.

What has NOT commenced, and why it matters

Two blocks of the Act were left out of the 6 May 2026 tranche, and both are widely reported as though they were already law.

The registered office and records access reforms. Section 52 of the Amendment Act amends section 142 of the Companies Act and section 53 replaces section 143 entirely. Neither is in the commencement list. The replacement section 143 is a clean, single-purpose provision requiring notice of a change in the situation of the registered office within 14 days, with a fine not exceeding $5,000 and a default penalty for non-compliance. ACRA has published that the accompanying policy change abolishes the minimum opening hours requirement and instead requires a person entitled to inspect company records to give the company reasonable notice, after which the company must make the records available for at least two hours during each business day. We wrote about that change when it was announced, in ACRA abolishes the three-hour registered office rule. Until the relevant sections commence, the existing requirement stands.

The restoration and striking off reforms. Sections 81 to 88 of the Amendment Act amend sections 344, 344A and 344C to 344G of the Companies Act and insert a new section 344CA. None is in the first tranche. ACRA has published that the policy intent is to specify grounds on which the Court or the Registrar must refuse a restoration application, where there is reason to believe the entity is likely to be used for unlawful purposes prejudicial to public peace, welfare or good order in Singapore, or where restoring the name would be contrary to national security or interests. That is a meaningful change to restoration practice, and it is not yet in force. Our guide to restoring a struck off company describes the process as it currently operates.

What goes wrong in practice

Quoting the new figures for the wrong period. The section 157 maximum of $20,000 and the section 197 maximum of $10,000 apply from 6 May 2026. Conduct before that date is judged against the old maxima. A board paper that states the new figure as though it had always applied is wrong in the direction that matters.

Assuming the whole Act is in force. Almost every commentary on this Act runs the five policy themes together. The Act itself does not. Sections 52, 53 and 81 to 88 are not in the first tranche. If you are advising on registered office hours or on a restoration application, check the commencement list printed at the head of the Act on SSO, not a summary.

Missing the second vote on a buy-back. A selective off-market purchase of part of a class now needs class consent as well as the special resolution. A buy-back completed on the old single-resolution basis after 6 May 2026 is defective, and the defect is in the authorisation rather than in the paperwork, which is the harder kind to fix after the event.

Treating the disqualification change as historical. Section 56 operates on convictions on or after commencement. The practical consequence is prospective screening, not a retrospective audit of your existing board.

Frequently asked questions

When did the Corporate and Accounting Laws (Amendment) Act 2025 take effect?
It was passed on 5 November 2025 and assented to on 25 November 2025 as Act 24 of 2025. The first tranche of its provisions commenced on 6 May 2026. The Act itself lists at its head exactly which sections that tranche covers. Several blocks, including the registered office and restoration amendments, were not included and await a later commencement notification.

What is the maximum fine for a director’s breach of duty now?
Under section 157(3)(b) of the Companies Act 1967, as replaced by section 58 of the Amendment Act, an officer or agent who breaches the duty is liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 12 months, or both. ACRA has published that the previous maximum fine was $5,000.

Has the deadline for holding an annual general meeting changed?
The deadline is now stated directly in section 175(1) of the Companies Act: within four months after the end of the financial year for a listed public company, and within six months for any other company, subject to section 175 and section 175A. For most private companies this restates the existing position in clearer language rather than shortening the window.

Do I need extra approvals for a share buy-back from one shareholder?
If the shares being purchased belong to a class and are not all the shares in that class, yes. Section 76D of the Companies Act now requires consent from at least 75% of the holders of that class, excluding the selling shareholder and that person’s associated persons, in addition to the special resolution. Written consent is expressly permitted as well as a class meeting.

Has the three-hour registered office opening requirement been abolished?
Not yet, as at the first commencement tranche. The amending sections that change section 142 and replace section 143 of the Companies Act were not brought into operation on 6 May 2026. The policy change has been announced but the existing requirement continues until the relevant sections commence.

Does a money laundering conviction disqualify a director?
It does now, prospectively. Section 154(1)(a) of the Companies Act was amended to include convictions for offences under sections 50, 51, 53, 54, 55 and 55A of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992, but only where the conviction is on or after the commencement date. Convictions before that date do not engage the new provision.

What to actually do about it

Three things, and none of them takes long. Confirm your AGM and annual return dates against section 175(1) and section 197 for the current financial year. If a selective buy-back is on the agenda, build the class consent into the timetable rather than discovering it at completion. And re-screen any incoming director against the expanded section 154 list before the appointment, not after.

Raffles Corporate Services tracks commencement notifications for the statutes ACRA administers, and maintains registers, annual returns and controller registers for several hundred Singapore companies. If you want a short answer on whether a particular provision of this Act is actually in force for your situation, ask us.

Continue with part 2: what the Corporate and Accounting Laws (Amendment) Act 2025 changed for corporate service providers. Related reading: the Companies Act 1967, a map for directors and the Companies Act 1967 deep-dive FAQ. You can also read more on Singapore corporate secretarial practice at Singapore Secretary Services.

— The Editorial Team, Raffles Corporate Services