The Corporate and Accounting Laws Amendment Act 2025 (CALA 2025) commenced on 6 May 2026 — and while the foundational article on what changed has been widely read by directors and secretaries, the harder question is what to actually do differently. Knowing that the maximum fine for a director duty breach has risen is one thing; knowing which practices need to change in a company secretarial workflow is another.

This article is aimed squarely at company secretaries, corporate service providers, and directors who want a practical compliance checklist rather than a legislative summary. We cover six concrete changes that affect day-to-day secretarial practice in Singapore, effective from 6 May 2026.

For the foundational overview of what CALA 2025 contains, see our earlier article: CALA 2025 Has Commenced: What Every Singapore Director Must Do Now.

1. Brief Your Directors on the New S$20,000 Fine Cap — and What It Changes

The maximum fine for a breach of director duties under the Companies Act 1967 has increased from S$5,000 to S$20,000 for several categories of offence. This is not merely symbolic. Under the old penalty structure, many directors — particularly those managing dormant or low-activity companies — treated certain filing omissions as a manageable cost of doing business. At S$5,000, the fine was affordable. At S$20,000, it demands a fundamentally different risk calculus.

In practice, this means:

Update your director briefing documents. If your firm uses an onboarding pack or annual directors’ briefing, update it to reflect the new fine levels. Directors appointing nominee directors or acting in a nominee capacity should specifically be told about this change.

Review dormant company management procedures. Dormant companies often receive the least secretarial attention — but under CALA 2025, this is precisely where the elevated fines are most likely to bite. Ensure that annual returns, annual general meetings (where required), and ACRA filings are on a formal compliance calendar even for inactive entities.

For context on the compliance calendar framework, see our guide on the Singapore Annual Filing Calendar 2026.

2. Check All Director Appointments for the New Automatic Disqualification Trigger

CALA 2025 introduced automatic disqualification from acting as a director or company secretary for individuals convicted of certain money laundering and terrorism financing offences. This is an automatic disqualification — it does not require a separate court order and it takes effect from the date of conviction.

The practical change for company secretaries is this: your client onboarding and annual review procedures must now include a check on whether any director has been convicted of a money laundering offence in Singapore or in a prescribed foreign jurisdiction. This is separate from the existing disqualification checks under Section 155 of the Companies Act.

Specifically, company secretaries should:

Update new director appointment checks. Before filing a Form 45 (consent to act as director), confirm that the incoming director has not been convicted of a relevant offence that would trigger automatic disqualification.

Add a standing annual compliance check. For existing directors, add a standing item to the annual compliance review confirming that no director has been convicted of a prescribed offence since the last check.

Document your verification steps. ACRA expects corporate service providers to maintain records of due diligence conducted on directors. In the event of an audit, being able to show that you checked is as important as the check itself.

3. Update Your Audit Report Procedures: The Named Auditor Requirement

From 6 May 2026, every audit report on a Singapore company’s financial statements must name the individual public accountant primarily responsible for the engagement. Previously, audit reports could be signed in the name of the audit firm only.

For company secretaries, this change matters at the audit appointment and financial statement finalisation stages:

Confirm the named partner at audit appointment. When your client appoints or reappoints an auditor at the AGM or by written resolution, confirm with the audit firm which individual public accountant will be named on the engagement. Include this in the resolution or appointment letter.

Verify the audit report before circulation. When receiving the draft audited financial statements from the auditor, check that the audit report names the specific public accountant. Do not accept a report signed only in the firm’s name — this would not comply with the post-CALA 2025 requirements.

Update engagement letters. If your firm provides audit referral services, update your standard engagement letter template to reflect this requirement and to ensure the audit firm’s acknowledgement is on record.

4. Adjust Your Late Lodgement Response Protocol

ACRA’s late lodgement penalty framework for ad-hoc filings (other than late annual returns) was updated in December 2024, and now forms part of the post-CALA 2025 compliance landscape. The current penalty structure is:

S$50 — if the filing is made within three months after the due date.

S$200 — if the filing is made more than three months after the due date.

The key practice change here is one of urgency thresholds. Under the old structure, the incremental penalty for delay beyond three months was not as sharp. Under the current structure, the jump from S$50 to S$200 at the three-month mark means that any overdue filing should be treated as urgent once the two-month mark is reached.

Add a 60-day trigger to your overdue filing workflow. If a filing is overdue by 60 days, treat it as requiring immediate escalation to avoid the higher S$200 penalty.

Debarment risk is real. ACRA can debar a director or secretary from new appointments if required filings remain outstanding for more than three months. A debarred director cannot be appointed to any other Singapore company until the debarment lifts. Debarment risk should be communicated clearly to clients who delay in providing documents for filing.

5. Review and Update VCC Compliance Procedures

CALA 2025 also amended the Variable Capital Companies Act 2018. If you manage VCCs as part of your corporate secretarial practice, the following changes apply:

Named auditor on VCC audit reports: The same named auditor requirement that applies to company audit reports now applies to VCC financial statements. Audit reports for VCCs signed after 6 May 2026 must name the individual public accountant responsible for the engagement.

Sub-fund solvency declaration updates: The CALA 2025 amendments include updates to the statutory procedures for winding up individual VCC sub-funds while preserving the umbrella. Review your VCC winding-up procedures and constitutional documents to confirm they remain compliant with the updated statutory text.

For the detailed VCC compliance picture, see our guide on VCC incorporation in Singapore.

6. Confirm That Your Nominee Director Appointments Now Route Through an ACRA-Registered CSP

From 9 June 2025 — before CALA 2025 commenced but equally important — nominee director appointments “by way of business” can only be arranged through an ACRA-registered Corporate Service Provider (CSP). This means:

If your firm provides nominee directors, confirm your ACRA CSP registration is current. Firms providing nominee director services without an ACRA CSP registration are operating in breach of the regulatory framework. This is a significant compliance risk for both the service provider and the client company.

If you use a third-party nominee, confirm that party is an ACRA-registered CSP. A nominee director arrangement that was set up through a non-CSP channel before 9 June 2025 should be reviewed and, if necessary, transitioned to a compliant arrangement.

Document the CSP registration number in your nominee appointment file. ACRA expects corporate service providers to be able to demonstrate that nominee arrangements comply with the CSP licensing framework. Maintaining the CSP registration number in your file is a simple but important documentation step.

For further background on the nominee director framework and associated risks, see our guide on Nominee Director in Singapore: Legal Requirements, Risks and How It Works.

A Summary Compliance Checklist

For company secretaries reviewing their practices against CALA 2025 requirements, here is a consolidated six-point checklist:

☐ Update director briefings to reflect the new S$20,000 fine ceiling for director duty breaches.
☐ Add automatic disqualification checks (money laundering convictions) to director appointment and annual review procedures.
☐ Confirm that all audit reports received after 6 May 2026 name the individual responsible public accountant.
☐ Add a 60-day overdue filing escalation trigger to avoid the higher S$200 late lodgement penalty.
☐ Review VCC compliance procedures and VCC constitutional documents against CALA 2025 VCC Act amendments.
☐ Confirm that any nominee director arrangements are routed through an ACRA-registered CSP.

How Raffles Corporate Services Can Help

Raffles Corporate Services provides full-service company secretarial services for Singapore private limited companies, including ACRA compliance management, director appointment procedures, nominee director services (through our ACRA-registered CSP), and support with annual filing obligations. If your company has any of the compliance gaps described above, our team can assist with a structured compliance review.

For questions on whether your current secretarial practices meet the post-CALA 2025 standard, you may also wish to seek legal advice on your specific compliance obligations. For the latest Singapore business regulatory news and updates, there are helpful resources available for directors and business owners. Good corporate governance also connects with broader business investment planning and financial management for company principals.

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