The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) is Singapore’s most significant overhaul of director accountability in more than a decade. Its first tranche of provisions commenced on 6 May 2026, and the changes are both immediate and material. Maximum fines for director breaches have quadrupled. New automatic disqualification grounds have been added. Audit transparency rules have been strengthened. And companies using corporate service providers now face stricter oversight requirements.

This article presents a practical, director-facing risk mitigation checklist — the specific actions directors should take now to reduce their personal exposure under the new regime. For a full overview of what CALA 2025 changed, see our earlier article on CALA 2025 and what directors must do now.

The Five Key CALA 2025 Changes That Affect Directors

Before working through the checklist, it is worth anchoring each risk area to the specific legislative change driving it.

1. Director Penalty Increases (Immediate Personal Exposure)

The maximum fine for a director found to have breached core Companies Act obligations has risen from S$5,000 to S$20,000 per offence. For more serious breaches, imprisonment of up to 12 months may also apply. This fourfold increase in financial penalties makes it materially more costly to overlook compliance obligations — even technical ones that might previously have attracted only a nominal fine.

2. New Automatic Director Disqualification Ground

CALA 2025 extended the automatic director disqualification regime under Section 148 of the Companies Act to include persons convicted of money laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (CDSA). A conviction triggers automatic disqualification from acting as a director for five years. This is particularly relevant for directors and shareholders in industries with cross-border cash flows, trade finance, or high-value transactions.

3. Audit Transparency: Named Individual Public Accountant

All audit reports for Singapore companies must now name the individual public accountant (i.e. the engagement partner) personally responsible for the audit engagement. Previously, only the audit firm was named. This change — applicable to all audit reports signed after 6 May 2026 — shifts accountability to the individual level and increases scrutiny on both auditors and the companies they audit.

4. Selective Share Buybacks Require Enhanced Approval

Selective off-market share buybacks — where a company buys back shares from specific shareholders rather than all shareholders equally — now require both a special resolution (75% shareholder approval) and, separately, the approval of 75% of the affected class of shareholders (excluding shareholders participating in the buyback). This dual-approval requirement is new and applies to all selective buybacks conducted from 6 May 2026.

5. Corporate Service Providers Must Be ACRA-Registered

Under the Corporate Service Providers Act 2024 (which took effect 9 June 2025), all entities providing corporate secretarial, nominee director, or registered office services by way of business must be registered with ACRA as Corporate Service Providers (CSPs). Directors whose companies use a corporate secretary or CSP should confirm that their service provider is properly registered — failure to use a registered CSP can expose both the service provider and, in some circumstances, the company to sanctions.

Director Risk Mitigation Checklist

Work through the following checklist to assess and reduce your personal exposure under the post-CALA 2025 framework.

☐ 1. Review Your Directors’ and Officers’ (D&O) Insurance Coverage

With fines now up to S$20,000 per offence, the adequacy of your existing D&O policy deserves fresh scrutiny. Check: (a) that the policy covers regulatory investigations and penalties arising from Companies Act breaches; (b) that coverage limits are sufficient given the higher penalty regime; and (c) that the policy covers all current directors, including new appointees. Many standard D&O policies were sized against the old S$5,000 penalty threshold — review with your broker whether increased limits are warranted.

☐ 2. Confirm All Statutory Filings Are Current

CALA 2025 did not change the underlying filing obligations, but it made non-compliance significantly more expensive. Confirm that the following are up to date:

  • Annual Return: Filed within the required period after the AGM
  • Financial Statements: Prepared and filed (or exempted from filing as applicable)
  • XBRL: Filed if required — see our XBRL filing guide for exemption criteria
  • AGM: Held within the required period — see our AGM requirements guide
  • Register of Controllers / UBO: Current and accurate
  • Register of Nominee Directors: Maintained if applicable

See the Singapore Company Compliance Calendar 2026 for a full schedule of all annual obligations and their deadlines.

☐ 3. Verify Your Audit Report Names the Individual Public Accountant

If your company is not audit-exempt under Section 205C, your next audit report must name the individual public accountant responsible for the engagement. Confirm with your audit firm that they will comply with this requirement. Audit firms are already required to do so — but the director’s duty is to ensure the company’s reports are compliant. If you are borderline on audit exemption eligibility, see our guide on the ACRA audit exemption review 2026 for the current position.

☐ 4. Confirm Your Corporate Secretary / CSP Is ACRA-Registered

Check that your appointed corporate secretary or corporate service provider holds a valid CSP registration with ACRA. You can verify registration status through ACRA’s BizFile+ portal. If you appointed a freelancer or informal provider before June 2025, this arrangement may now be non-compliant. Nominee director appointments “by way of business” must also be arranged through a registered CSP.

☐ 5. Brief Co-Directors on the New Personal Liability Threshold

All directors — including non-executive and independent directors — now face S$20,000 fines per offence. Board minutes should reflect active director engagement with compliance matters. Directors who attend board meetings passively without raising questions or exercising oversight cannot rely on ignorance as a defence. At your next board meeting, formally note the CALA 2025 changes and each director’s obligation to exercise reasonable diligence under Section 157 of the Companies Act.

☐ 6. Check for Any CDSA-Linked Disqualification Risk

The new automatic disqualification ground for CDSA money laundering convictions is not merely a formality — it requires active attention during director onboarding. Before appointing new directors, the standard background checks should now include: (a) ACRA disqualification register search; (b) bankruptcy register check; and (c) a review of any CDSA-linked convictions. For existing directors, this is a reminder that money laundering offences (even indirect involvement) now carry automatic directorship disqualification consequences.

☐ 7. Review Your Share Buyback Authority Before Any Selective Buyback

If your company is considering or has standing authority for share buybacks, confirm the following before proceeding with any selective off-market buyback: (a) a special resolution authorising the selective purchase has been passed; (b) the affected class of shareholders has separately approved the buyback by 75%; and (c) shareholders participating in the buyback did not vote on the class resolution. The new dual-approval requirement applies to all selective buybacks from 6 May 2026. For properly structured board resolutions authorising such transactions, consult your company secretary.

☐ 8. Document Your Reasonable Diligence

Under the higher-penalty regime, demonstrating “reasonable diligence” becomes more important. Concrete steps that establish this include: attending board meetings and having absences noted; asking management for written confirmation that obligations are met; reviewing financial statements before signing; questioning unusual transactions; and maintaining a personal record of governance queries raised. These steps will not guarantee immunity from liability, but they form the factual basis of any future reasonable diligence defence.

When to Escalate to Your Company Secretary or Legal Counsel

The following situations should prompt immediate escalation:

  • You discover a filing obligation that has lapsed or been missed
  • A director is being removed or replaced and there are questions about whether proper procedure was followed — see our guide on board resolutions and their legal requirements
  • You are planning a share buyback and are uncertain whether it qualifies as a selective purchase
  • A director has been charged with a CDSA offence or is under investigation
  • You are appointing a new corporate service provider and need to verify their CSP registration
  • Your audit firm has indicated they cannot comply with the named-PA requirement

If you need legal advice on your director obligations under CALA 2025, we can point you in the right direction.

For the latest Singapore business and regulatory news, directors and compliance teams will find useful updates on ongoing legislative developments.

Beyond regulatory compliance, sound business investment and financial planning remain important for directors navigating the current environment.

Conclusion

CALA 2025 has permanently raised the stakes for directors who treat compliance as an afterthought. The fourfold increase in maximum fines, the new CDSA disqualification ground, and the enhanced audit transparency requirements together create a framework where individual accountability is the norm — not the exception.

The eight-item checklist above is not exhaustive, but working through it systematically will materially reduce your personal exposure under the new regime. If any items cannot be resolved without professional help, act promptly — the cost of early advice is invariably lower than the cost of late remediation.

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.

— The Editorial Team, Raffles Corporate Services