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 run a small private limited company or oversee a larger corporate entity, these changes carry practical implications for your day-to-day compliance obligations. In this article, we break down the key amendments, explain what they mean for your company, and outline the steps you should take to stay compliant.

The amendments touch on several critical areas: tighter rules against the misuse of corporate entities, enhanced protection for shareholders, increased accountability for directors and auditors, reduced regulatory burden for certain companies, and a strengthened framework for public accountants. Let us walk through each of these in detail.

Heavier Penalties for Directors Who Breach Their Duties

One of the most impactful changes under the amended Act concerns the penalties for directors who fail to fulfil their fiduciary obligations. Under Section 157 of the Companies Act, directors are required to act honestly and use reasonable diligence in the discharge of their duties. They must act in the best interests of the company and avoid any conflict between their personal interests and their obligations as directors.

Previously, the maximum fine for breaching these duties was S$5,000 — an amount that many considered insufficient to serve as a meaningful deterrent. The 2025 amendments have significantly increased this to S$20,000, 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 is a clear signal from the Government that director accountability is being taken more seriously. If you serve as a director of a Singapore company, it is essential that you understand your statutory duties and exercise them diligently. This is especially relevant for nominee directors, who have sometimes been perceived as playing a passive role — the law makes no distinction between nominee and non-nominee directors when it comes to the duty of care.

Tighter Rules Against Misuse of Corporate Entities

A recurring concern for regulators has been the misuse of Singapore-registered companies, foreign companies, and limited liability partnerships (LLPs) for unlawful purposes — including money laundering, fraud, and other activities prejudicial to public welfare. The amendments introduce explicit statutory grounds for the Registrar of Companies and the courts to refuse applications for the restoration of entities that have been struck off the register.

Under the new provisions, if there is reason to believe that a company or LLP is likely to be used for purposes prejudicial to public peace, welfare, or good order in Singapore, the Registrar or Court must refuse the restoration application. This closes a gap in the previous legislation, which did not expressly specify such grounds for refusal.

For legitimate business owners, this change is largely positive — it helps protect the integrity of Singapore’s corporate registry and ensures that the business environment remains clean and trustworthy. However, if your company has been struck off and you intend to apply for restoration, you should be prepared to demonstrate that the company will be used for lawful purposes. Working with a professional company secretary can help ensure your restoration application is properly prepared.

Enhanced Nominee Director and Shareholder Disclosure Requirements

Transparency is a central theme of the 2025 amendments. Companies are now required to disclose to ACRA not only the identities of their nominee directors and shareholders, but also the identities of the nominators behind them — that is, the individuals or entities on whose behalf the nominees are acting.

This is a significant shift. While nominee arrangements are perfectly legal and commonly used in Singapore (for example, when foreigners appoint a local resident director to satisfy statutory requirements), the identities of nominators were not previously required to be disclosed to the authorities. Under the new framework, nominee status will become visible on ACRA business profiles, though nominator details will be accessible only to government agencies and not to the general public.

Maximum fines for failing to maintain or accurately update registers relating to controllers, nominee directors, and nominee shareholders have been increased from S$5,000 to S$25,000. Additionally, individuals who act as nominee directors without the facilitation of a registered Corporate Service Provider (CSP) may face fines of up to S$10,000.

If your company uses nominee arrangements, it is crucial to audit these relationships, ensure all disclosures are up to date, and confirm that your nominee director arrangements are facilitated through a properly registered CSP.

Sole Directors May Now Act as Company Secretary

In a welcome move to reduce the regulatory burden on small companies, the amendments allow a sole director of a company to also act as the company secretary. Under the previous rules, Section 171 of the Companies Act prohibited a sole director from simultaneously holding the position of company secretary, requiring even the smallest one-person companies to appoint a separate individual.

This change is particularly beneficial for sole proprietors who have incorporated private limited companies and small businesses with lean structures. It removes the need to engage a third party solely to fill the company secretary role, potentially saving costs for micro-enterprises.

That said, the responsibilities of a company secretary in Singapore remain substantial — from maintaining statutory registers and filing annual returns to ensuring compliance with the Companies Act. Many sole directors may still prefer to engage a professional corporate secretarial service provider to handle these duties, even if the law no longer strictly requires them to do so. The cost savings of doing it yourself must be weighed against the risk of missing a filing deadline or failing to maintain proper records.

Mandatory Digital Registers

The amendments mandate that companies maintain accurate digital registers of members, directors, and controllers. While many companies already keep electronic records, this formalises the requirement and sets clear expectations for record-keeping standards.

Companies must ensure that their Register of Registrable Controllers (RORC) is maintained immediately upon incorporation — the earlier 30-day grace period has been removed. This means that from the moment your company is registered on ACRA’s BizFile+ portal, your RORC must be in place and accurate.

For companies that have been lax about maintaining proper statutory records, this is an important wake-up call. Inaccurate or outdated registers can now attract significantly higher penalties. If you are unsure whether your company’s registers are up to date, it would be wise to conduct a review with your corporate secretary sooner rather than later.

Greater Accountability for Auditors

The amendments also strengthen the regulatory framework for public accountants. A notable change is the requirement for the public accountant who is primarily responsible for an audit engagement to be identified by name in the audit report itself. Previously, audit reports typically identified only the audit firm, not the individual partner or accountant leading the engagement.

This change aims to promote greater personal accountability and transparency in the auditing profession. When an individual auditor’s name is attached to a report, there is a stronger incentive to ensure that the audit has been conducted thoroughly and in accordance with professional standards.

For company directors and shareholders, this is good news — it means that you can more easily identify who is personally responsible for the quality of your company’s audit. If issues arise with the audit, there is greater clarity about accountability. Companies that require statutory audits should discuss this change with their auditors to understand how it will be reflected in future audit reports.

Safeguarding Shareholders’ Interests

The 2025 amendments also include provisions aimed at better protecting the interests of shareholders, particularly minority shareholders. While the specific mechanisms are detailed across various clauses of the amended Act, the overarching intent is to ensure that shareholders have adequate recourse when their rights are affected by corporate decisions.

This is part of a broader trend in Singapore’s corporate governance framework towards balancing the interests of all stakeholders — not just majority shareholders or management. Companies that maintain strong governance practices, hold regular meetings, keep shareholders informed, and follow proper procedures for special resolutions and share-related matters will be well-positioned to comply with both the letter and the spirit of the law.

The Corporate Service Providers Act: A Related Development

While not part of the Corporate and Accounting Laws (Amendment) Act 2025 itself, it is worth noting a closely related regulatory development: the Corporate Service Providers Act, which came into force on 9 June 2025. This Act mandates that all Corporate Service Providers (CSPs) in Singapore must register with ACRA, meet fit-and-proper criteria, and comply with a strict anti-money laundering (AML) and countering the financing of terrorism (CFT) framework.

This is relevant because many of the nominee director and shareholder disclosure requirements under the 2025 amendments are closely linked to the CSP framework. If you engage a corporate service provider for your ACRA filings, company secretarial work, or nominee arrangements, you should verify that your provider is properly registered under this new regime.

What Should Companies Do Now?

With the key provisions of the Corporate and Accounting Laws (Amendment) Act 2025 commencing from April 2026, companies should take proactive steps to ensure compliance. Here is a practical checklist:

Review your director arrangements. Ensure that all directors understand their duties under Section 157 of the Companies Act and are aware of the increased penalties for breaches. If your company uses nominee directors, confirm that these arrangements are properly documented and disclosed to ACRA.

Audit your nominee relationships. If your company has nominee directors or shareholders, ensure that the identities of all nominators have been disclosed to ACRA. Work with a registered CSP to facilitate these arrangements.

Update your statutory registers. Verify that your company’s registers of members, directors, and controllers are accurate, up to date, and maintained in digital format. Pay special attention to the Register of Registrable Controllers.

Assess your company secretary arrangement. If you are a sole director and currently engage a separate company secretary, you now have the option to take on this role yourself. However, carefully consider whether you have the time and expertise to fulfil these responsibilities properly.

Speak with your auditors. If your company is subject to statutory audit requirements, discuss the new auditor identification requirements with your audit firm to understand how this will be reflected in your next audit report.

Ensure your annual returns and filings are current. With increased scrutiny and higher penalties, there is no better time to ensure that all your company’s filings with ACRA are up to date.

Conclusion

The Corporate and Accounting Laws (Amendment) Act 2025 represents a significant step forward in Singapore’s ongoing efforts to maintain a robust, transparent, and well-regulated corporate environment. While some of the changes — such as heavier penalties for directors and stricter disclosure requirements — may seem daunting, they are ultimately designed to protect the integrity of the system and safeguard the interests of all stakeholders.

For most well-run companies that already practise good corporate governance, these amendments should not require dramatic changes. However, it is important to review your current arrangements and ensure that you are fully prepared for the new requirements.

If you need assistance understanding how these amendments affect your company, or if you require help with corporate secretarial compliance, ACRA filings, or nominee director arrangements, do not hesitate to reach out to Raffles Corporate Services. Our team of experienced professionals can guide you through the changes and ensure that your company remains fully compliant with Singapore’s corporate laws.

— The Editorial Team, Raffles Corporate Services