When the Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced on 6 May 2026, it changed the compliance landscape for every director of a Singapore company. The headline change — maximum fines for directors quadrupled from S$5,000 to S$20,000 — attracted considerable coverage, but CALA 2025 made four other significant changes that are equally material for boards.

This guide does not simply recap what CALA 2025 says. It provides a practical checklist of the steps each director should take — or verify has been taken — to reduce personal liability exposure under the new regime. Directors of companies that have not yet worked through these points should treat this as a priority.

The Five Key CALA 2025 Changes That Affect Directors

1. Quadrupled Director Fines and Imprisonment

The maximum fine for a director who fails to comply with key obligations under the Companies Act 1967 has increased from S$5,000 to S$20,000 per offence. For serious breaches, imprisonment of up to 12 months has been introduced as an additional penalty. The penalty increase applies to a broad range of director duties — from failure to disclose conflicts of interest under Section 156 to failure to exercise reasonable diligence under Section 157.

What this means in practice: a director who was previously at risk of a S$5,000 fine for a technical breach now faces a fine that is four times larger, plus the possibility of a custodial sentence for repeated or serious non-compliance. The increased penalties signal a regulatory expectation that directors will actively engage with their obligations — passive directorship is no longer commercially or legally viable.

2. Extended Director Disqualification for Money-Laundering Convictions

CALA 2025 extended the automatic director disqualification regime to include convictions under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (CDSA). A director convicted of a money-laundering offence is now automatically disqualified from acting as a director for five years, regardless of whether the offence related to the company itself.

This is particularly relevant for directors who sit on boards of companies in sectors with heightened AML/CFT risk — financial services, real estate, professional services, and corporate secretarial. Directors in these sectors should ensure they understand their obligations under the CDSA, not only in their capacity as directors but in their personal dealings.

3. Audit Transparency: Individual Accountant Named in Audit Report

Audit reports issued by public accountants for Singapore companies must now name the individual public accountant who conducted the engagement. Previously, audit reports were issued in the name of the audit firm only. The change is designed to increase individual accountability within the audit profession — but it also serves as a reminder that the audit sign-off is a professional act with personal consequences for the accountant.

For directors, the practical impact is modest but worth noting: when reviewing audit reports, you should now be able to identify the individual public accountant responsible. This matters in the rare cases where audit quality is disputed or where the company needs to escalate concerns about the audit engagement.

4. Selective Share Buybacks: Enhanced Shareholder Approval

CALA 2025 introduced a new requirement for selective share buybacks — where a company buys back shares from specific shareholders rather than all shareholders proportionally. Such buybacks now require a special resolution (75% majority) passed without the votes of the shareholders whose shares are being bought back.

The previous regime required only an ordinary resolution for many selective buybacks. The tightening reflects regulatory concern about selective buybacks being used to squeeze out minority shareholders or to disproportionately benefit controlling shareholders. Directors who are planning any share capital reduction or buyback programme should review the CALA 2025 requirements before proceeding. For background on share allotments and transfers more broadly, see our guide to allotting and transferring shares in a Singapore company.

5. Corporate Service Providers Act: CSPs Must Register with ACRA

The Corporate Service Providers Act 2024, which came into force on 9 June 2025, requires any entity providing corporate services — including company secretary services, nominee director arrangements, and ACRA filing agency services — to be registered with ACRA as a Corporate Service Provider (CSP). From 6 May 2026, nominee director appointments “by way of business” must be arranged exclusively through an ACRA-registered CSP.

For directors: if your company uses a nominee director or relies on a corporate secretarial firm for registered office, statutory filings, or ACRA submissions, you should verify that the firm is ACRA-registered under the CSP Act. Using an unregistered firm exposes both the company and the directors to regulatory risk. You can check CSP registration status on ACRA’s CSP register.

The Post-CALA 2025 Director Risk Mitigation Checklist

Work through the following items for every company on whose board you sit. This checklist is designed for both executive and non-executive directors, including nominee directors.

Statutory Filings and Register Maintenance

  • Confirm that all annual returns have been filed with ACRA and are not overdue.
  • Confirm that the company’s financial statements were prepared within the statutory period and, where required, audited.
  • Check that the Register of Registrable Controllers (UBO register) has been updated for any changes in ownership or control in the past 12 months.
  • Verify that the company’s registered office address, director particulars, and company secretary details on ACRA are current and accurate.
  • Confirm that any changes in directors, shareholders, or the company secretary have been filed with ACRA within the 14-day window required under the Companies Act.

Personal Liability Exposure

  • Review your directors’ and officers’ (D&O) liability insurance coverage. Confirm that the policy limit is adequate for the post-CALA 2025 penalty regime and that the policy covers claims arising from regulatory investigations, not just third-party civil claims.
  • Check whether the company’s Constitution or a separate deed of indemnity provides for indemnification of directors against liabilities and costs. Note that indemnities do not extend to criminal fines under Singapore law.
  • If you are a nominee director, confirm that you have a written nominee director agreement that specifies the information flows you are entitled to receive, the acts you are and are not authorised to carry out, and the indemnification arrangements in place.

Board Conduct and Documentation

  • Ensure that board meetings are properly minuted and that the minutes accurately reflect decisions made, dissenting views expressed, and the basis for major decisions.
  • Where you voted against a board resolution or raised concerns about a decision, ensure this is documented in the board minutes. This is the primary evidence of your exercise of “reasonable diligence” under Section 157.
  • If the company has not held a board meeting in the past six months, consider whether this is appropriate for the scale of the business and whether a formal board review of the company’s statutory position is overdue.

Corporate Service Providers

  • Verify that your corporate secretary is registered with ACRA as a CSP. Ask your secretary to confirm their CSP registration number. Singapore Secretary Services is a registered ACRA Filing Agent.
  • If the company has nominee directors, confirm that the nominee director arrangement is managed through an ACRA-registered CSP and that the nominators are properly disclosed in the Register of Nominee Directors.

Share Capital Actions

  • If the company is considering any share buyback — including a selective buyback from specific shareholders — ensure that CALA 2025’s enhanced approval requirements (special resolution, votes excluded) have been reviewed by your company secretary or legal adviser before proceeding.
  • Review the company’s Constitution to confirm it authorises share buybacks and that the authority has not expired.

What Counts as “Reasonable Diligence” Under the Higher-Penalty Regime

The Section 157 standard — that a director must at all times act honestly and use reasonable diligence in the discharge of duties — has not changed in text. What has changed is the penalty for falling short. Under the post-CALA 2025 regime, “reasonable diligence” as a practical standard means:

  • Attending board meetings or, where attendance is not possible, reviewing board papers and submitting written views.
  • Reading and querying financial statements rather than signing off on them without review.
  • Proactively asking management and the company secretary about outstanding compliance matters at least annually.
  • Where you have concerns about the accuracy of information provided to you, documenting those concerns in writing.
  • Not relying on other directors to perform functions that each director is individually obligated to discharge.

For a comprehensive overview of director duties under the Companies Act, see our founder’s guide to director duties and personal liability in Singapore.

When to Escalate

There are situations where an individual director’s own compliance steps are not sufficient and where professional advice is needed. These include:

  • If ACRA contacts the company with a query, notice, or investigative letter — do not respond without advice from your company secretary or legal counsel.
  • If you discover that previous filings contained material errors or that required filings were not made — voluntary disclosure to ACRA with professional guidance is almost always better than waiting for the regulator to discover the issue.
  • If the company is contemplating any share capital restructuring, merger, acquisition, or significant change in ownership — review the CALA 2025 implications before execution.

For broader context on Singapore company compliance obligations, refer to our 2026 Singapore company compliance calendar, and for an overview of the Companies Act requirements for annual general meetings, our AGM requirements guide. For the latest Singapore business and regulatory news, there are useful resources for directors to track.

Beyond corporate compliance, sound financial planning and investment decisions are equally important for directors who carry personal financial exposure through their business interests.

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

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