CALA 2025 in Practice: Six Things Every Company Secretary Must Do Differently Now

The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced on 6 May 2026, bringing concrete changes to the Companies Act 1967. For company secretaries managing Singapore private limited companies day to day, CALA 2025 translates into a specific set of workflow changes that must be implemented now — not at the next annual review.

Earlier coverage of CALA 2025 focused on the broad picture of what changed. This article takes a different angle: the six specific things every Singapore company secretary must do differently, with practical notes on what to update, who to notify, and where the risk of non-compliance lies.

1. Update Your Audit Engagement Letter to Name the Individual Public Accountant

One of the most visible changes under CALA 2025 is the requirement for audit reports to name the individual public accountant (PA) primarily responsible for the engagement. Previously, audit reports were signed off under the firm’s name, with the engagement partner’s identity known to ACRA but not disclosed in the public document. That has changed under amendments to Section 207 of the Companies Act 1967.

What this means in practice: before your next audit cycle opens, the company’s audit engagement letter must identify the individual PA by name and registration number. When the audit report is issued, that name must appear on it. If your existing letter with your audit firm does not specify an individual, request an updated engagement letter before the next financial year end.

Company secretaries should also update their auditor appointment resolution templates. The resolution passed at the AGM or by written means should now reference the individual PA rather than just the firm. See ACRA’s guidance on the commencement of CALA 2025 for the full detail on the audit accountability changes.

2. Take the Higher Director Fine Ceiling Seriously — and Tighten Your Filing Workflow

The maximum fine for breaching core director duties under the Companies Act has increased fourfold, from S$5,000 to S$20,000. For serious offences, penalties include both fines and imprisonment of up to 12 months. While the fine is directed at directors, company secretaries bear practical responsibility for ensuring that the directors they serve are not inadvertently exposed.

What to change in your practice:

Late filings now carry more weight — if a deadline is missed and a director is found to have breached their duty of diligence, the ceiling for the resulting fine is now meaningfully higher. Your deadline-management workflow must be tighter. Ensure that all annual filing deadlines are calendared with adequate buffer time.

Board pack quality also matters more. Ensure that board resolutions and minutes accurately reflect the scope of decisions taken. Vague or incomplete resolutions make it harder to demonstrate that directors acted on proper information and within their authority — which matters if a fine is ever contested.

When onboarding a new director, provide a structured briefing on their obligations under the Companies Act. The higher fine ceiling makes this more than a courtesy.

3. Route All Nominee Director Arrangements Through an ACRA-Registered CSP

Effective 9 June 2025, nominee director arrangements entered into “by way of business” must be conducted exclusively through an ACRA-registered Corporate Service Provider (CSP). This requirement was introduced by the Corporate Service Providers Act 2024 and reinforced by CALA 2025.

What this means for company secretaries:

• If your firm provides nominee director services, every arrangement — new and existing — must be conducted under an ACRA-registered CSP umbrella. Any transitional arrangements in place before the deadline must now be formalised.
• If you are servicing a company that uses a nominee director, verify that the arrangement was entered into through a registered CSP and that the CSP maintains the required information flows between the nominee and the beneficial owner.
• If you need legal advice on your obligations as a CSP or as a company using a nominee director, it is worth getting clarity before the next compliance review.

4. Add AML Disqualification Screening to Director Onboarding Checks

CALA 2025 introduces a new automatic disqualification trigger: conviction for a money laundering or terrorism financing offence under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (CDSA) or the Terrorism (Suppression of Financing) Act (TSOFA). A person convicted under either statute is now automatically disqualified from acting as a director of any Singapore company.

Previously, AML-related convictions were not explicitly listed as automatic disqualification grounds. They now are. For company secretaries, this means:

• Onboarding checks: Before filing a director appointment with ACRA via BizFile+, confirm that the incoming director has not been convicted under CDSA or TSOFA. Your existing bankruptcy and disqualification check must now include an AML screening step.
• Existing directors: It is prudent to re-screen existing directors against these criteria. If your client uses nominee directors, confirm with the CSP that their AML screening methodology has been updated.
• Document retention: Record your screening steps and findings. If a conviction arises after appointment and you discover it, the company must act promptly to remove the affected director.

5. Reflect the Sole Director/Secretary Change in Your Constitution Templates

A longstanding restriction in Section 171 of the Companies Act prohibited a sole director from also acting as the company secretary of the same company. That restriction has been lifted under CALA 2025. A sole director may now also serve as the company secretary, provided that individual has the requisite knowledge and experience.

This is a welcome change for single-director SMEs and startups where a third-party company secretary arrangement creates overhead disproportionate to the company’s size. However, it does not reduce the statutory obligations of the company secretary role — those remain unchanged.

What company secretaries should do:

• Update any precedent constitution templates that contain a clause explicitly barring a sole director from serving as secretary, if that clause was derived from the old statutory requirement.
• For clients who are sole-director companies using a professional company secretary service and now wish to internalise the role, provide a thorough briefing on company secretary statutory duties before stepping down from the role.
• Note that the old restriction still applies for public companies — sole directors of public companies cannot also serve as company secretary.

6. Audit Your Late Lodgement Exposure Under the Updated ACRA Penalty Framework

CALA 2025 has updated the penalty structure for late lodgements of statutory documents with ACRA. The general direction is a flat S$300 penalty for most late-filed documents, replacing the previous variable structure that sometimes caused confusion among compliance teams.

The most commonly triggered late lodgement penalties relate to:

• Annual Returns: Due within 7 months of financial year end for companies not required to hold an AGM, or within 7 months of the AGM for those that do.
• Changes in officers: Changes to director particulars, company secretary appointments and resignations, and registered office changes must be lodged within statutory timeframes.
• Share-related documents: Instruments of transfer, notices of allotment, and changes to the register of members.

The flat S$300 penalty makes the cost of a missed lodgement more predictable — but it also removes any proportionality argument. Late is late. Review your compliance calendar now and confirm that every upcoming lodgement deadline has an owner and a buffer date.

A Quick-Reference Checklist

Conclusion

CALA 2025 is not a theoretical exercise in corporate governance. Each of the six changes above translates directly into something a company secretary must adjust in their workflow, templates, or client advisory process. Companies that treat these changes as optional are exposed — both to financial penalties and to director liability that is now more expensive to incur.

Raffles Corporate Services provides corporate secretarial services for Singapore private limited companies. If your company needs assistance with CALA 2025 compliance, annual filing management, or board administration, our team is ready to help.

For the latest Singapore business news and regulatory updates, there are useful resources for directors and business owners. Beyond corporate compliance, sound financial planning and investment decisions are equally important for business owners.

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