What Singapore Directors Need to Know About the Corporate and Accounting Laws (Amendment) Act 2025

The Corporate and Accounting Laws (Amendment) Act 2025 is now fully in force, with its key provisions having commenced in April and May 2026. For Singapore company directors, these changes are not administrative housekeeping — they represent a meaningful tightening of the obligations and penalties that apply to you personally.

This article explains what changed, when it took effect, and what directors need to do right now to stay on the right side of ACRA.

Background: Why Parliament Passed the 2025 Amendment Act

The Corporate and Accounting Laws (Amendment) Act 2025 was passed by Parliament to address three concerns that had been building over several years:

First, ACRA’s enforcement data showed that late-filing penalties under the old regime had lost their deterrent effect. The graduated penalty structure — which allowed companies to pay a smaller fine by filing late but within a grace period — had become a business decision for some directors rather than a compliance imperative.

Second, the existing director duty provisions in the Companies Act 1967 were criticised as insufficiently specific. The general duty to act in the company’s best interests gave courts limited guidance and made enforcement against directors who caused harm through inaction difficult.

Third, ACRA’s investigation powers needed modernising. The regulator increasingly encountered situations where companies — particularly those under investigation — were slow to produce documents or structured their records to frustrate regulatory scrutiny.

Change 1: Tightened Late Lodgement Penalties — Flat S$300, No Grace Period

This is the change that will affect the most Singapore companies directly.

Under the old system, late filing of annual returns, financial statements, and other statutory documents attracted a graduated penalty. A company that filed within a short grace window paid a lower penalty than one that filed very late. In practice, many directors and company secretaries built this into their workflow — they knew there was some flex in the system.

Under the amended Act:

• The late penalty is now a flat S$300 per document per instance, regardless of how late the filing is.
• The grace period has been removed entirely. There is no window during which you can file late and pay a reduced penalty.
• The penalty applies from the first day after the filing deadline.

For companies with multiple filing obligations — annual returns, financial statements, changes to registered particulars, and notifications of changes to officers — this can add up quickly. A company that lets four or five filings slide will now face a S$1,200 to S$1,500 penalty instantly, compared with a lower cumulative amount under the old graduated structure.

More importantly, late lodgement now counts towards ACRA’s compliance scoring for directors. Under the three-strike disqualification rule, persistent non-compliance is a route to director disqualification. The tighter penalties make that route shorter.

Practical implication: Ask your corporate secretary to audit every upcoming filing deadline now. If you are not receiving advance reminders at least 30 days before each deadline, that is a gap in your compliance workflow.

Change 2: Stricter Director Duty Provisions

The 2025 Act introduced more specific formulations of the director’s duty to act in the best interests of the company. These changes bring Singapore law closer to the more prescriptive approach adopted in other jurisdictions and address two areas where the previous provisions were vague.

Duty to avoid conflicts of interest

Directors now have an explicitly strengthened duty to avoid situations in which their personal interests — or the interests of connected persons — conflict with the company’s interests. The amendment makes clear that this duty applies not only to financial conflicts but to situations where a director’s position with another entity could influence how they exercise their discretion in the company’s affairs.

In practical terms, directors who sit on multiple boards must be more careful about recusal at board meetings where decisions could benefit one company at the expense of another.

Duty to exercise reasonable care, skill, and diligence

The standard for this duty has been raised. Directors are now held to the standard of both:

• The general knowledge, skill, and experience that a person in their position might reasonably be expected to have; and
• The actual knowledge, skill, and experience that this specific director has.

This dual standard — objective and subjective — means that a director with a professional finance background will be held to a higher standard than a non-executive director with no financial expertise when it comes to reviewing financial statements. Directors can no longer rely on a general “I deferred to management” defence when they had the expertise to know better.

Change 3: ACRA’s Expanded Investigation Powers

The amendment gives ACRA broader powers to require companies and individuals to produce documents, information, and records during an investigation. Key changes include:

• ACRA may now issue a production order requiring delivery of specified documents within a defined time frame — previously, production orders were limited to narrower circumstances.
• Failure to comply with a production order is itself a criminal offence, distinct from the underlying matter being investigated.
• ACRA may require directors, officers, and even former officers to attend for interview and provide information relevant to an investigation.
• The privilege against self-incrimination does not apply to protect documents held by the company on behalf of third parties (e.g., client funds records in a service-company context).

For directors of companies under ACRA scrutiny — or companies in sectors with higher regulatory exposure — these expanded powers significantly change the risk profile of non-cooperation.

What Changed in January 2026 (Pre-Amendment Act)

It is worth distinguishing between the changes under the 2025 Act and ACRA’s administrative enforcement changes that took effect in January 2026. Those January changes — which tightened late penalty enforcement and removed the grace period structure operationally — were a precursor to the Act’s formal provisions. Both sets of changes are now in force and operate together.

Director Compliance Checklist: What to Do Now

Based on the changes above, here is a practical checklist for Singapore company directors:

• Review all upcoming filing deadlines with your corporate secretary. Map out annual return due dates, financial statement filing dates, and any pending notification obligations.
• Confirm your corporate secretary’s reminder system. You should receive automated reminders at 60, 30, and 14 days before each deadline.
• Audit your conflict register. If you sit on multiple boards, review each board’s active decisions and flag any situations where your interests or a connected person’s interests could be affected.
• Review board minutes from the past 12 months. Check that any decisions involving director interests were properly disclosed and that the conflicted director recused.
• Ensure your register of controllers is current. This is one of the most commonly overlooked ACRA obligations. Any change in beneficial ownership that crosses a threshold must be recorded promptly.
• Keep key corporate documents organised and accessible. Under the expanded production powers, ACRA can now request records on short notice. Directors should ensure company books, contracts, board minutes, and financial records are not scattered across personal drives or departing employees’ laptops.

The Bigger Picture: Compliance as a Board Priority in 2026

The 2025 Act signals a clear policy direction: Singapore is raising the floor on corporate governance standards, not just for listed companies but for the full spectrum of private limited companies. Directors of Singapore SMEs who have historically treated ACRA compliance as an administrative afterthought need to recalibrate.

The combination of flat penalties with no grace period, higher director duty standards, and broader investigation powers creates a compliance environment where the costs of getting it wrong have risen materially. Working with a proactive corporate secretary in Singapore who tracks these obligations on your behalf is no longer optional — it is part of responsible directorship.

For more detail on the Companies Act and its interaction with Singapore corporate governance requirements, see the responsibilities of a Singapore company director and AGM obligations under Singapore law.

— The Editorial Team, Raffles Corporate Services