The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced on 6 May 2026 — but many company secretaries and directors are still working through what this means for their day-to-day practice. The foundational changes have been well-documented; this guide goes further. Here are six specific things every Singapore company secretary must now do differently, backed by the actual changes in the legislation.

If you have already read the overview of the changes, this article addresses the follow-up question every practitioner is asking: “What do we actually have to do now?”

1. Build the S$20,000 Director Exposure Into Every Compliance Conversation

Before CALA 2025, the maximum fine for a director breaching core duties under the Companies Act 1967 was S$5,000. That figure did not concentrate minds as it should. From 6 May 2026, the maximum fine has risen to S$20,000 — quadrupling overnight. For serious offences, directors may also face imprisonment of up to 12 months.

For company secretaries, this changes the weight of every compliance conversation. Risk disclosures in board packs, reminders about late filings, and briefings on director obligations all carry significantly greater force when the exposure for non-compliance has quadrupled. Company secretaries should update their standard compliance reminders, director onboarding guides, and annual governance reviews to reflect the new penalty scale. Do not leave directors operating on outdated assumptions about the cost of a lapse.

Practical step: Update your director briefing template immediately. Add a clear statement of the S$20,000 maximum fine and include a table of the most common director offences and their updated penalty exposure.

2. Verify the Named Auditor on Every Audit Report Before Circulation

Under the old regime, audit reports in Singapore were signed off in the accounting firm’s name. The individual engagement partner was known to ACRA but not disclosed in the public report. CALA 2025 changed that fundamentally: every audit report issued on or after 6 May 2026 must now name the individual public accountant primarily responsible for the engagement.

For company secretaries, this creates a concrete verification step that was not previously part of the workflow. Before you circulate audited accounts to shareholders or file them with ACRA, check that the audit report names the individual auditor — not just the firm. If the accounting firm’s draft report does not include the individual’s name and registration number, return it to the auditors for correction before circulation. Company secretaries who circulate non-compliant audit reports without flagging the issue unnecessarily expose the company to regulatory scrutiny.

Practical step: Add “named auditor check” as a mandatory item in your financial statement review checklist, sitting immediately before the “approved for circulation” sign-off.

3. Add Money Laundering Disqualification to Your Director Onboarding Checklist

CALA 2025 introduced a new category of automatic disqualification: persons convicted of money laundering offences are now automatically disqualified from acting as a director of a Singapore company. This sits alongside the existing disqualification categories — such as undischarged bankruptcy and previous court-ordered disqualification — that company secretaries already screen for.

For company secretaries, this adds a new line item to every director onboarding workflow. When a new director is being appointed, your standard checks — consent to act, disclosure of interests, residential address — must now expressly include verification that the incoming director is not subject to a money laundering conviction-based disqualification. The ACRA register can be used to check whether a person is currently listed as a disqualified director. Build this check into your workflow before the first board resolution appointing a new director is signed.

Why This Matters for Corporate Service Providers

For CSPs managing a portfolio of companies, the risk is not just at appointment. If a sitting director is subsequently convicted of a money laundering offence, the company secretary has an obligation to advise the board and facilitate the necessary filings to record the change. Build a periodic “disqualification status sweep” into your compliance calendar — at minimum annually, and whenever you become aware of any enforcement action involving a director.

4. Map the S$300 Flat Late Lodgement Penalty Across Your Compliance Calendar

ACRA updated its late lodgement penalty framework under CALA 2025. The most widely encountered change for smaller private companies is the flat S$300 late penalty structure for routine lodgements — replacing the previous variable penalty calculation for certain filings. The most common triggers for this penalty include:

  • Late annual return filings (the AR must be filed within 5 months of financial year end for listed companies, or 7 months for private companies that hold AGMs)
  • Late filing of changes to officers or shareholders via BizFile+
  • Late updating of the Register of Registrable Controllers (RORC) via the Central Register
  • Late notification of changes to the company’s registered address

For company secretaries managing a portfolio of companies, the flat-rate structure means the cost of each late filing is predictable — but also that errors aggregate. Across a large portfolio, a handful of missed deadlines per month translates into significant unnecessary costs for clients. Build a monthly compliance sweep into your practice, checking every client’s upcoming deadlines and flagging those at risk of missing lodgement windows.

5. Treat Register Maintenance as a Continuous Discipline, Not an Annual Task

The maximum fine for failing to maintain or update statutory registers — particularly the Register of Members and the Register of Registrable Controllers — has jumped to S$25,000 under CALA 2025. This is a substantial exposure for an omission that can arise from administrative oversight rather than deliberate non-compliance.

For company secretaries, the message is clear: registers must be treated as live documents, updated promptly whenever a triggering event occurs — not tidied up at year-end. Every share transfer, director change, or change in a registrable controller’s details must be reflected in the relevant register promptly, and the corresponding ACRA filing must follow within the statutory timeframe.

A Register Maintenance Workflow That Works

A practical approach is to build a “register check” step into every corporate event workflow. Whether it is a share transfer, a new allotment, a director appointment or resignation, or a change of registered address — any event that affects a statutory register should automatically trigger a review and update of the relevant register, followed by the appropriate ACRA filing.

6. Advise Eligible Companies on the Sole Director / Secretary Option

One of the more practically useful changes introduced by CALA 2025 is the permission for a sole director of a Singapore private company to also serve as the company’s company secretary. Previously, the Companies Act required these two roles to be held by different individuals — a friction point for single-founder incorporated companies who had to engage a separate company secretary.

From 6 May 2026, where a private company has only one director and that director is ordinarily resident in Singapore, the company may dispense with a separate company secretary. The sole director takes on both roles. This is a permanent change to Section 171 of the Companies Act.

For corporate secretarial service providers, this changes the advisory landscape: you should be identifying which of your clients are sole-director companies and advising them of this option — even if the recommended outcome is still to engage a professional company secretary for compliance peace of mind. Clients benefit from making an informed choice.

One important caveat: if a second director is subsequently appointed to a company where the sole director has been serving as secretary, the exemption falls away and a separate company secretary must again be engaged. Build this into your client advisory notes.

Putting It All Together: A Company Secretary Checklist for Q3 2026

CALA 2025 has been in force since 6 May 2026. If your practice has not yet updated its workflows, now is the time. Here is a concise checklist:

  • Director onboarding checklist: Add money laundering disqualification check
  • Board pack and compliance reminder templates: Update to reflect S$20,000 maximum fine
  • Audit report review procedure: Add named individual accountant verification step before circulation
  • Compliance calendar: Map ACRA lodgement deadlines with S$300 flat penalty flagged
  • Register maintenance workflow: Every corporate event triggers a register check and update
  • Client advisory (CSPs): Sole-director clients informed of the new secretary exemption under Section 171

For directors and business owners making broader governance decisions, sound financial and business planning sits alongside corporate compliance as a pillar of long-term company health.

For the latest Singapore business and regulatory news, there are useful resources for directors keeping pace with the evolving compliance landscape.

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