The Corporate and Accounting Laws Amendment Act 2025 (CALA 2025) commenced on 6 May 2026, introducing the most significant changes to Singapore’s Companies Act (Cap. 50) in over a decade. But CALA 2025 is not a one-off event. The Act was deliberately structured to take effect in phases, with further changes still to come.

This article outlines what has already commenced under CALA 2025, what Phase 2 is expected to bring, and the broader regulatory horizon that directors, company secretaries, and business owners in Singapore should be planning for.

What CALA 2025 Has Already Changed (Phase 1: 6 May 2026)

The provisions that commenced on 6 May 2026 cover a wide range of corporate governance reforms. Key changes already in effect include:

Named Audit Partner Disclosure

Public companies and large private companies are now required to name the engagement partner responsible for an audit in their audit reports. This change increases accountability and transparency in the audit process. Company secretaries must ensure financial statements filed from 6 May 2026 onwards comply with this new requirement.

Selective Share Buyback: Double-Tier Approval

Companies wishing to conduct a selective share buyback must now obtain two separate resolutions: a special resolution of all disinterested shareholders, and an ordinary resolution of minority shareholders who are not participating in the buyback. This double-tier mechanism strengthens minority shareholder protection. For a detailed breakdown, see our article on Selective Share Buyback Under CALA 2025.

Simplified Amalgamation Procedure

CALA 2025 streamlines the amalgamation process for certain wholly-owned subsidiary groups. Companies within a group structure can now amalgamate with reduced procedural requirements, lowering the cost and complexity of internal restructuring.

Modernised Electronic Communications

The Act updates the framework for electronic communications between companies and their members, making it easier for companies to send notices, documents, and financial statements electronically without needing individual shareholder consent in every case.

Enhanced ACRA Enforcement Powers

ACRA has been granted broader investigative and enforcement powers under CALA 2025. This includes enhanced ability to obtain information from companies, directors, and auditors in connection with regulatory investigations.

Miscellaneous Governance Improvements

Phase 1 also includes various technical corrections and improvements to provisions relating to share capital, directors’ duties, company meetings, and financial reporting. Company secretaries who maintain internal compliance checklists should review these against the updated Act.

What Is CALA 2025 Phase 2?

At the time of writing (June 2026), ACRA and the Ministry of Finance have indicated that a further tranche of CALA 2025 provisions will be brought into force in Phase 2. The exact commencement date for Phase 2 has not yet been officially announced, but it is expected later in 2026 or in 2027.

Phase 2 is anticipated to cover the following areas, based on parliamentary debates and ACRA’s public consultations:

Variable Capital Companies (VCC) Enhancements

Further amendments to the Variable Capital Companies Act are expected to align VCC governance with best practices and address operational issues raised by fund managers since the VCC framework launched in 2020. These changes are likely to affect fund administrators and corporate secretaries of VCC vehicles.

Digital Assets and Tokenised Securities

CALA 2025 lays the groundwork for future regulations on digital assets issued by companies, including tokenised shares and tokenised debt instruments. Phase 2 is expected to operationalise some of these provisions, setting out the conditions under which companies may issue digital securities and how these are to be recorded and transferred.

Insolvency and Restructuring Updates

Following the major overhaul of insolvency law in 2020 (with the Insolvency, Restructuring and Dissolution Act), CALA 2025 introduces targeted refinements to how companies in financial distress interact with the insolvency framework. Phase 2 is expected to operationalise these refinements, potentially affecting how judicial management and scheme of arrangement procedures are managed.

Nominee Director Disclosure Requirements

ACRA has been moving toward greater transparency around nominee directors. Phase 2 may introduce enhanced disclosure obligations for nominee directors and the persons who nominate them, as part of Singapore’s broader anti-money laundering (AML) compliance agenda.

The Broader Regulatory Horizon for Singapore Companies

Beyond CALA 2025, Singapore companies should be tracking several other regulatory developments likely to affect corporate compliance requirements over the next two to three years:

Corporate Climate Reporting Requirements

Singapore has signalled a phased introduction of mandatory climate-related financial disclosures, aligned with the International Sustainability Standards Board (ISSB) framework. Large listed companies are expected to be required to report on Scope 1 and Scope 2 greenhouse gas emissions in their annual reports from financial years beginning 2025, with further obligations for non-listed large companies to follow.

Company secretaries and boards should begin familiarising themselves with the ISSB’s IFRS S1 (General Requirements for Disclosure of Sustainability-related Financial Information) and IFRS S2 (Climate-related Disclosures) standards now.

Beneficial Ownership Register Updates

Singapore companies are already required to maintain a Register of Registrable Controllers (RORC). Further tightening of beneficial ownership disclosure requirements is expected, in line with the Financial Action Task Force (FATF) recommendations that Singapore committed to following its 2016 mutual evaluation. Companies should ensure their RORC is accurate and up to date.

Digital Identity and E-Services for ACRA Filings

ACRA continues to expand its suite of digital services. The ongoing development of Singpass-integrated ACRA filings and the BizFile+ portal means that company secretaries must remain familiar with the latest digital filing requirements and ensure that all authorised signatories maintain active Singpass credentials.

Employment Pass and Work Pass Reforms

For companies employing foreign professionals, the Ministry of Manpower has signalled continued refinements to the Employment Pass (EP) and S Pass frameworks, including potential changes to the Complementarity Assessment Framework (COMPASS) scoring system. Directors should ensure their HR teams remain up to date with the latest criteria.

GST Rate and Administrative Changes

Singapore’s GST rate increased to 9% on 1 January 2024. Companies with GST-registered subsidiaries or that provide services to GST-registered entities should ensure their billing systems, contracts, and accounting records have all been updated. IRAS continues to refine GST guidance, particularly in relation to digital services and cross-border transactions.

What Company Secretaries Should Do Now

Given the pace of regulatory change, proactive company secretaries and boards should take the following steps:

  • Review the CALA 2025 Phase 1 changes and update internal compliance checklists, board meeting agendas, and standard resolutions to reflect the new requirements.
  • Monitor ACRA announcements for the Phase 2 commencement date and the specific provisions that will take effect. ACRA regularly publishes circulars and industry notices — subscribe to their mailing list.
  • Conduct a board readiness review on climate reporting obligations, even if mandatory requirements are still being phased in. Early preparation avoids last-minute scrambles.
  • Update the Register of Registrable Controllers and ensure all nominee director arrangements are properly documented in light of expected Phase 2 disclosure requirements.
  • Engage a professional corporate secretary with current knowledge of CALA 2025 and the broader Singapore regulatory landscape to ensure ongoing compliance. For listed companies, also ensure your audit committee has been briefed on the named audit partner requirements.

For a full overview of all CALA 2025 Phase 1 changes, see our comprehensive guide: CALA 2025 Has Commenced: What Every Singapore Director Must Do Now.

Conclusion

CALA 2025 is best understood not as a single legislative event but as an ongoing reform programme. Phase 1 has already brought substantial change. Phase 2 will bring more. And the broader regulatory landscape — covering climate reporting, beneficial ownership, digital assets, and employment — continues to evolve.

Directors and company secretaries who stay ahead of these changes will be better positioned to advise their boards, avoid penalties, and help their companies capitalise on Singapore’s reputation as a well-governed, transparent, and competitive business hub.

Need help keeping your company compliant? Contact the team at Singapore Secretary Services for professional corporate secretarial support.