The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced on 6 May 2026. Many company secretaries have read the foundational announcements about what CALA 2025 means for Singapore directors. Fewer have translated those changes into specific operational adjustments to their day-to-day practice. This article does that. Six concrete things every company secretary should be doing differently now — not eventually, but now.

1. Update Your Compliance Calendar for the New Penalty Structure

The most immediately actionable change is the elimination of the grace period for late lodgements with ACRA. Under the old framework, a company could file certain documents a day or two late and face no penalty. From 6 May 2026, the flat S$300 late lodgement penalty applies from the first day after the deadline. There is no grace period.

The practical implication: every internal deadline in your compliance calendar needs to be tightened. If you previously set filing reminders for two days before the ACRA deadline, move them to seven days. The documents most commonly caught out are:

  • Notices of change of director or company secretary (within 14 days)
  • Notices of change of registered address (within 14 days)
  • Annual returns (within 7 months of FYE for private companies)
  • Notices of changes in share capital and share information
  • Changes to registrable controller information (within 2 business days)

The S$300 flat penalty applies per document, so a company that is slow to update a director change and simultaneously fails to file a share allotment on time can face S$600 in penalties immediately. See our Singapore Company Compliance Calendar for the full list of key filing deadlines.

2. Review Registered Office Arrangements for Every Client

CALA 2025 abolished the fixed minimum registered office opening hours that had been in place since 1967. Previously, every company’s registered office had to be open to the public for at least three hours on each business day (five hours for foreign companies), with a company secretary or authorised agent physically present.

That requirement is gone. Under the new regime, any person entitled to inspect company records must give reasonable notice, and the company must then make the records available for inspection for at least two hours on the relevant business days.

What this means in practice:

  • Registered office addresses may now operate entirely flexibly — a corporate services provider’s address can function as the registered office without fixed staffed hours.
  • However, CSPs must still ensure they can produce records promptly upon reasonable notice. The obligation has shifted from physical availability to response readiness.
  • Update your engagement letters and terms of service with clients to reflect the new notice-and-availability framework, replacing any references to fixed opening hours.
  • Ensure your document management systems allow rapid retrieval of statutory registers and filing records in response to member or creditor requests.

3. Brief Every Client on the Quadrupled Director Fine

The maximum fine for breaching core director duties under the Companies Act has quadrupled from S$5,000 to S$20,000. This is not merely a technical adjustment — it is a significant escalation of personal financial risk for directors, and your clients need to understand it.

The most commonly triggered director duty breaches that lead to ACRA enforcement are:

  • Failing to attend to statutory filings or delegating without adequate oversight
  • Signing off on inaccurate or incomplete annual returns
  • Failing to maintain proper accounting records
  • Allowing the company to trade while insolvent without adequate safeguards

Company secretaries should consider adding a brief CALA 2025 briefing note to client newsletters or onboarding packs, flagging the increased fine threshold. This is also an opportunity to review whether directors are signing annual returns without reading them — a common and now more costly habit. Our full guide to company secretary statutory duties provides useful background.

4. Flag the New Automatic Disqualification Category

CALA 2025 introduced a new ground for automatic director disqualification: conviction of a money laundering offence. A person convicted of a money laundering offence in Singapore or an equivalent offence overseas is now automatically disqualified from acting as a director or taking part in the management of any Singapore company.

For company secretaries, this creates a new due diligence requirement:

  • When onboarding new directors, your KYC and AML checks should specifically include a search for money laundering convictions, in addition to the existing ACRA disqualified directors register check.
  • For existing clients, consider whether any director changes since May 2026 have been accompanied by adequate verification.
  • Monitor the ACRA disqualified directors register — ACRA has updated its systems to reflect the new category.

If you discover a client company has an automatically disqualified director acting in the management of the company, you have a potential obligation to advise the client to remedy the situation immediately. This is also an area where legal advice on your obligations as the CSP may be prudent.

5. Update Auditor Appointment Procedures

Every Singapore company audit report must now bear the name of the individual public accountant personally responsible for the engagement — not just the name of the audit firm. This change, introduced under CALA 2025, has several practical implications for company secretaries:

  • When appointing auditors: The board resolution appointing auditors should now confirm not just the firm but also (where known) the engagement partner who will sign off. Update your standard board resolution templates accordingly.
  • When reviewing audit reports: Check that the individual auditor’s name appears on every audit report before it is circulated to members or filed with ACRA. An audit report without this will not comply with the new requirement.
  • When a client’s auditor retires or changes engagement partner: Notify the board promptly, as the change may require a resolution or at minimum should be documented.
  • Smaller audit firms: Some smaller firms have a limited pool of approved engagement partners. If a partner leaves, the firm may not be able to service all clients. Brief affected clients early.

See our guide on AGM requirements, which addresses the tabling of audit reports at the annual general meeting.

6. Revisit Sole Director Companies

One of the most operationally significant changes in CALA 2025 is the removal of the prohibition on a sole director also serving as company secretary. Previously, a company’s sole director could not simultaneously hold the office of company secretary. That restriction has been lifted — provided the individual has the requisite knowledge and experience to perform secretarial functions.

What company secretaries should do now:

  • Review your sole director client list. Some clients may now wish to restructure their corporate governance arrangements, particularly small companies where the director is also the founder and majority shareholder.
  • Assess capability requirements. The CALA 2025 change does not lower the competency standard — a sole director acting as company secretary must still meet the knowledge and experience requirements under the Companies Act. This is not a route for complete governance shortcuts.
  • Consider the risk profile. For CSPs providing nominee company secretary services, a sole director assuming the company secretary role themselves may reduce your ongoing engagement. However, it also reduces compliance risk concentration — a sole director who is their own secretary is directly accountable for all filings.
  • Update your engagement terms where applicable, particularly if you have been providing company secretary services to sole director companies who may now elect to internalise that function.

A Final Note on VCC Sub-Fund Compliance Under CALA 2025

For company secretaries with VCC clients, CALA 2025 also updated the Variable Capital Companies Act’s sub-fund provisions — including the UBO disclosure timelines and the named auditor requirement for VCC audit reports. See our dedicated guide on setting up a VCC sub-fund in 2026 for the full breakdown.

For the latest Singapore business regulatory updates, company secretaries and directors will find it useful to monitor authoritative sources alongside ACRA’s own announcements.

Conclusion

CALA 2025 is not a single headline change — it is a package of interlocking reforms that require company secretaries to update their compliance systems, client communications, engagement templates, and audit coordination practices. The six areas above are the most operationally urgent. Address them in order of your highest-risk clients first.

If your company needs a professional company secretary to manage these obligations, the team at Raffles Corporate Services provides corporate secretarial services for Singapore private limited companies, VCCs, and foreign company branches. For sound financial and investment planning alongside your corporate compliance work, it is worth taking a holistic view of your business obligations. If you need legal advice on your 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