Since 6 May 2026, any Singapore company that wishes to carry out a selective share buyback — buying back its own shares from specific shareholders rather than offering equally to all — must satisfy a new double-tier approval requirement. This change, introduced by the Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025), significantly strengthens the procedural safeguards around selective repurchases and has direct implications for how company secretaries document and execute these transactions.

This article explains what the new requirements are, why they were introduced, and what company secretaries need to do to ensure any selective buyback carried out from 6 May 2026 onwards is validly authorised.

What Is a Selective Share Buyback?

Under the Companies Act 1967, Singapore companies have three mechanisms for buying back their own shares:

  • Open market purchases — buying shares through the stock exchange (for listed companies only)
  • Equal access schemes (Section 76C) — making an equal offer to all shareholders of the same class to sell the same percentage of their shares on identical terms
  • Selective off-market acquisitions (Section 76D) — buying shares from specific named shareholders, not on equal terms offered to all

The third category — selective off-market acquisitions — is what most people mean when they refer to a “selective share buyback.” Common situations include a private equity or venture capital investor exiting the company, a founder repurchasing shares from a departing co-founder, unwinding an employee share scheme for a leaver, or a shareholder restructuring in advance of an acquisition.

Because selective buybacks favour particular shareholders over others, they carry a higher risk of being used to squeeze out minority shareholders or to benefit insiders at the expense of the general shareholder base. The CALA 2025 changes are designed to address exactly this risk.

The Old Regime: A Single Special Resolution

Before 6 May 2026, a selective share buyback under Section 76D required a single special resolution passed by at least 75% of voting shareholders. The shareholders whose shares were being purchased were typically excluded from voting on that resolution, but a single vote of the remaining shareholders was all that was required to authorise the transaction.

This single-resolution requirement was considered insufficient protection for minority shareholders, particularly in companies where a controlling shareholder bloc could push through a special resolution while using the buyback to eliminate a dissenting minority without adequate scrutiny.

The New CALA 2025 Regime: Two Separate Approvals Required

Under the amended Section 76D, effective 6 May 2026, a selective share buyback now requires two separate and independent approvals:

Tier 1: Special Resolution of All Voting Shareholders

A special resolution must be passed by at least 75% of all shareholders entitled to vote, excluding the shareholders whose shares are being purchased. This is broadly similar to the old requirement, but is now only the first of two hurdles rather than the sole requirement.

Tier 2: Separate 75% Class Vote

A separate resolution must also be passed by at least 75% of the shareholders holding shares of the same class as the shares being bought back, again excluding the selling shareholders from this class vote.

This second tier is the key innovation. Even if the first special resolution passes comfortably, the buyback cannot proceed unless the shareholders of that particular share class — those most directly affected — also approve it by a 75% supermajority among themselves.

Both resolutions must be passed before the selective buyback can be executed. They can be passed at the same meeting, but they must be voted on separately as two distinct resolutions.

Why This Matters: Minority Shareholder Protection

The two-tier requirement substantially strengthens protections for minority shareholders, particularly in companies with multiple share classes. Consider a company with ordinary shares and preference shares, where the preference shareholders are being bought out selectively. Under the old regime, the ordinary shareholders (who might be the controlling bloc) could simply pass a special resolution to approve the buyback without any separate scrutiny from the preference shareholders themselves.

Under the new regime, the preference shareholders have their own veto right — a 75% supermajority of the preference class must independently approve the purchase of their shares. A minority group of preference shareholders holding more than 25% of the preference class can now block a selective buyback they consider unfair.

This aligns the selective buyback regime more closely with other class-sensitive corporate actions in Singapore company law, such as variations of class rights, which have always required class consent.

For a broader understanding of the differences between ordinary resolutions, special resolutions, and class resolutions in Singapore, see our dedicated guide.

What Is Not Affected: General and Equal Access Buybacks

It is important to be clear about the scope of the CALA 2025 changes. The new double-tier requirement applies only to selective off-market acquisitions under Section 76D. It does not affect:

  • Equal access schemes under Section 76C, which offer identical terms to all shareholders of the same class. These continue to require a single special resolution.
  • Open market purchases by listed companies on the Singapore Exchange, which require a general mandate from shareholders but not a per-transaction resolution.

The policy distinction is clear: where a buyback treats all shareholders equally, the added procedural layer is unnecessary. It is specifically the non-equal, targeted nature of selective buybacks that justifies the stricter two-tier framework.

Process Implications for Company Secretaries

Company secretaries need to update their selective buyback workflows immediately. The key changes to implement are:

Drafting Two Separate Resolutions

Your resolution templates for selective buybacks must now accommodate two separate items of business: first, the special resolution at the general meeting (excluding the selling shareholders); second, the class resolution for the relevant share class (again excluding the sellers). Both resolutions should be clearly identified in the notice of meeting and the explanatory circular.

See our guide on board resolutions and shareholder resolutions in Singapore for the legal requirements around resolution drafting and voting thresholds.

Preparing an Explanatory Circular

The notice of meeting for a selective buyback must be accompanied by an explanatory circular setting out the terms of the proposed repurchase: the name of the selling shareholder(s), the number and class of shares, the purchase price, the basis on which the price was determined, and the rationale for the selective (rather than equal access) approach. This circular must be clear and complete, as it forms the basis on which shareholders — including the class members — will exercise their votes.

Managing Class Meeting Logistics

If the Tier 2 class vote is to be held separately from the main general meeting, the usual class meeting rules apply: proper notice, correct quorum for the class, and a separate written record of the class resolution. If both votes are taken at the same general meeting, the class vote must be clearly segregated and minuted as a separate agenda item.

ACRA Lodgement After Completion

After the selective buyback is completed, the company must update its share capital records and file the appropriate notification with ACRA through BizFile+. The shares bought back may be cancelled (reducing share capital) or held as treasury shares. For the treatment of treasury shares after a buyback, see our guide on treasury shares in Singapore.

For a full walkthrough of share allotment, transfer, and capital changes, refer to our guide on how to allot and transfer shares in a Singapore company.

Context Within CALA 2025

The selective share buyback changes are part of the broader corporate governance reform package introduced by CALA 2025. The same 6 May 2026 commencement date also brought in significantly stronger director duty penalties, an expanded anti-money laundering disqualification regime, and the new named audit partner requirement in audit reports.

For a comprehensive overview of all CALA 2025 changes that took effect on 6 May 2026, including what directors must now do to remain compliant, see our dedicated guide.

If you are planning a selective share buyback and need legal advice on structuring the transaction and preparing the requisite resolutions, we can point you in the right direction. For the latest Singapore business and regulatory news, there are useful resources for directors navigating the post-CALA 2025 environment.

To speak with the team at Raffles Corporate Services, you can email [email protected] or call, SMS, or WhatsApp +65 8501 7133. We are happy to assist with any queries about share buybacks, corporate governance, or company secretarial compliance.

— The Editorial Team, Raffles Corporate Services