The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced on 6 May 2026 — the most significant overhaul of Singapore’s company law in over a decade. Most of the early coverage focused on what directors needed to do differently. But company secretaries bear the real operational burden. Six months on from commencement, here is the practical action list: six things every Singapore company secretary must do differently now, with no jargon and no ambiguity.
If you want the foundational overview of what CALA 2025 changed, see our earlier CALA 2025 commencement guide for directors. This article is the follow-up: the practitioner’s checklist.
1. Recalibrate Your Compliance Advice — The Fine Is Now S$20,000
Before CALA 2025, the maximum fine for breaching core director duties under the Companies Act 1967 was S$5,000. Under CALA 2025, it has risen fourfold to S$20,000.
What does this mean in practice? Directors who previously treated late annual returns or missed statutory filings as minor administrative inconveniences now face a significantly higher financial penalty. Company secretaries advising directors on compliance obligations should update their communications — both the tone and the specific figures — to reflect this new reality.
When advising a director client that their annual return is overdue, you are no longer warning them about a S$5,000 maximum fine. You are warning them about a S$20,000 maximum fine. That is a material difference for most SME directors, and your risk communication should reflect it.
The practical step: update your standard client engagement letters, compliance reminder templates, and any internal checklists that reference the former S$5,000 figure.
2. Screen Directors for the New Money Laundering Disqualification
CALA 2025 introduced a new category of automatic director disqualification: persons convicted of money laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 are now automatically disqualified from acting as a director of any Singapore company.
This disqualification is automatic — it does not require a separate court order. A company secretary who appoints or continues to register a disqualified director is exposed to regulatory liability.
The practical step: when onboarding a new director — particularly a foreign national or a person with a complex corporate history — include a specific enquiry about any convictions related to money laundering, drug trafficking, or proceeds-of-crime offences. Your client intake form should be updated to capture this declaration. You should also periodically check the ACRA Disqualified Directors Register for existing clients with larger boards. See our guide to director disqualification in Singapore for a full overview of the disqualification regime.
3. Update Your Audit File Workflow — The Named Auditor Rule
Under CALA 2025, every audit report for a Singapore company that requires a statutory audit must now name the individual public accountant primarily responsible for the engagement. The audit report can no longer be issued simply in the name of the accounting firm.
This is a significant change for company secretaries who coordinate the audit appointment and annual return filing process. Your workflow must now include the following:
- Confirming that the audit engagement letter names a specific individual public accountant (PA) as the engagement partner
- Checking that the final audit report carries that named PA’s details before it is circulated to the board or tabled at the AGM
- Ensuring that any change to the named PA mid-engagement is communicated to the directors and documented
If your company is seeking a new auditor — for example, following an auditor resignation — the auditor appointment process should now specifically identify the PA who will sign off on the engagement. This is particularly relevant for companies using mid-tier audit firms where multiple PAs rotate across engagements.
For companies that qualify for audit exemption, this change does not apply. See our Singapore audit exemption guide to check whether your company qualifies.
4. Understand the Updated Late Lodgement Penalty Structure
CALA 2025 updated ACRA’s late lodgement penalty framework. The most common late lodgement triggers for Singapore private companies remain the annual return, changes to company officers, and share capital changes. Under the updated framework:
- ACRA enforces a structured late fee for overdue filings, and the revised framework gives ACRA clearer authority to escalate enforcement for persistent late filers
- Chronic late filers — those with a pattern of repeated late annual returns across multiple financial years — face a higher risk of prosecution rather than merely a penalty notice
- Directors of companies with repeated filing failures may find ACRA annotating the ACRA register accordingly, which can affect their ability to be appointed as directors of other companies
The practical step: implement a compliance calendar that sends reminder notices to director clients at least 60 days before each statutory deadline. For companies with complex structures — multiple subsidiaries or frequent share capital changes — a dedicated compliance management system is preferable to manual tracking. See our Singapore Company Compliance Calendar 2026 for a full list of key dates.
5. Review Your Register of Registrable Controllers — CALA 2025 Tightened This
CALA 2025 tightened the requirements around the Register of Registrable Controllers (RORC). Every Singapore company must maintain an up-to-date RORC identifying all individuals or entities that hold significant interest or significant control (generally, 25% or more of shares, voting power, or the right to appoint or remove a majority of directors).
Under the tightened framework, changes to the RORC must be notified to ACRA within two business days of any change. Penalties for maintaining an inaccurate or outdated RORC have increased under CALA 2025, consistent with the general uplift in fine levels.
The practical step: for every client company, schedule a quarterly RORC review. Ask directors to confirm whether there have been any changes in beneficial ownership — including share transfers, trust arrangements, or changes in controlling relationships — since the last review. Cross-check this against the ACRA-filed information. If a share transfer has occurred that changes the register of registrable controllers, the RORC must be updated within two business days. See our guide to share allotment and transfer for the full post-transfer compliance checklist.
6. VCC Clients: Apply the CALA 2025 Amendments to the VCC Act
If you provide corporate secretarial services to Variable Capital Companies, CALA 2025 also amended the Variable Capital Companies Act 2018. The amendments updated the sub-fund insolvency framework and tightened the filing obligations applicable to VCCs and their sub-funds.
Company secretaries advising VCC clients should:
- Review the VCC’s constituent documents to confirm they reflect the updated statutory framework
- Confirm sub-fund registration details are accurate and up to date on ACRA’s VCC portal
- Ensure board governance practices comply with MAS Circular IID 04/2025 on VCC governance
- Revisit the Annual Return filing process to ensure sub-fund financial accounts are correctly prepared and filed
For a detailed guide on VCC sub-fund obligations in 2026, see our companion article on VCC structures and fund domicile in Singapore.
Summary: The Six-Point CALA 2025 Action Checklist for Company Secretaries
| Action Item | Priority | Deadline |
|---|---|---|
| Update compliance communications to reflect S$20,000 fine | High | Immediate |
| Screen new and existing directors for money laundering disqualification | High | Immediate |
| Update audit workflow to require named auditor on reports | High | Before next audit |
| Implement 60-day statutory deadline reminders | Medium | Q3 2026 |
| Schedule quarterly RORC reviews for all client companies | Medium | Q3 2026 |
| Review VCC constituent documents and sub-fund ACRA records | Medium (VCC clients only) | Q3 2026 |
CALA 2025 raises the bar for company secretaries in Singapore. Directors rely on their secretaries for compliance accuracy, and the CALA 2025 changes mean that the cost of errors — in fines, reputational damage, and director disqualification — is now materially higher than before. For legal advice on your compliance obligations under the updated Companies Act, specialist counsel can provide tailored guidance for your practice or client base.
For the latest Singapore business and regulatory news, directors and company secretaries can stay updated on upcoming compliance changes. Beyond company law compliance, sound financial management and business investment decisions remain equally important for the directors we serve.
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
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