The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) is the most significant overhaul of Singapore’s corporate and accounting legislation in recent years. Phase 1 commenced on 6 May 2026, bringing with it enhanced director duty penalties, expanded disqualification grounds, the named audit partner requirement, and a new double-tier approval structure for selective share buybacks.

But CALA 2025 contains more provisions that have not yet been given a commencement date. For company secretaries and directors committed to staying ahead of governance obligations, understanding what is still to come is as important as knowing what has already started.

Recap: What Phase 1 (6 May 2026) Introduced

Before looking ahead, it is worth summarising what commenced on 6 May 2026:

Enhanced Director Duty Penalties

Penalties for breaches of directors’ duties — including failures to act in the company’s interests, conflicts of interest, and improper use of company information — were significantly increased. Fines of up to S$20,000 and potential imprisonment for up to 12 months now apply to certain director duty breaches that previously attracted lower penalties.

Expanded AML Disqualification

The grounds on which a person can be disqualified from acting as a director were expanded to include anti-money laundering (AML)-related failures. This recognises that Singapore’s corporate infrastructure plays a role in preventing money laundering abuse.

Named Audit Partner in Audit Reports

For financial years ending on or after 6 May 2026, audit reports must identify by name the individual public accountant primarily responsible for the audit engagement. This applies to all companies required to have a statutory audit and aligns Singapore with international practice.

Double-Tier Approval for Selective Share Buybacks

Selective share buybacks — where a company repurchases shares from specific shareholders rather than proportionally from all shareholders — now require two separate 75% majority approvals: one from all voting shareholders (excluding sellers), and one from shareholders of the affected class (excluding sellers).

These changes are already in effect. Our full guide to the CALA 2025 Phase 1 commencement covers these in detail.

What Is Still Pending: The Road Ahead

CALA 2025 contains provisions amending both the Companies Act (Cap. 50) and the Accountants Act 2004, as well as the Singapore Accountancy Commission Act 2013. Not all of these provisions commenced on 6 May 2026.

Amendments to the Accountants Act 2004

CALA 2025 includes amendments to the Accountants Act 2004, which governs the licensing and regulation of public accountants in Singapore. Specific provisions relating to the professional regulation of public accountants — including potential changes to entity licensing and practice requirements — are expected to commence in a subsequent phase.

ACRA has not yet announced the commencement date for these provisions. Company secretaries and directors should monitor ACRA’s news and announcements page for updates.

Singapore Accountancy Commission Act 2013 Amendments

CALA 2025 also amends the Singapore Accountancy Commission Act 2013. These provisions relate to the institutional structure and functions of the Singapore Accountancy Commission (SAC) and are expected to follow the Phase 1 commencement in a future tranche.

Potential Further Corporate Governance Enhancements

The regulatory intent behind CALA 2025 is to comprehensively upgrade Singapore’s corporate governance and professional accountability framework. Further provisions — particularly those relating to accounting entity licensing and professional discipline — may follow as ACRA and MAS complete implementation consultations.

Why Staying Ahead Matters

For company secretaries and directors, the temptation after a major legislative change is to update compliance frameworks once and then consider the job done. CALA 2025 illustrates why that approach is insufficient.

The Act is being implemented in phases. Each phase may introduce new obligations that require updates to board charters, compliance calendars, board resolution templates, and internal governance policies.

Organisations that build a habit of monitoring ACRA’s announcements — and acting quickly when new provisions are gazetted — will avoid the reactive scramble that tends to accompany last-minute compliance updates.

Recommended Compliance Habits Going Forward

1. Monitor ACRA’s Announcements Page Regularly

ACRA publishes commencement orders and explanatory guidance on its website. Set a reminder to check ACRA’s news announcements monthly, or subscribe to ACRA’s mailing list for regulatory updates.

2. Review and Update Your Compliance Calendar

After each new commencement, review your Singapore compliance calendar to ensure all new deadlines and requirements are captured. CALA 2025 Phase 1 has already added new requirements relevant to the audit cycle and share buyback approvals.

3. Update Board Charters and Governance Policies

Board resolutions and governance documents should be reviewed after each major legislative change. Consider scheduling an annual governance review to keep these documents current.

4. Brief Directors and Audit Committees

Directors and audit committee members should be briefed on new requirements as they commence. Company secretaries play a critical role in translating legislative changes into practical governance updates and board briefing materials.

5. Engage Professional Advisers Where Needed

For complex changes — particularly those relating to audit regulation or professional licensing — early engagement with corporate secretarial advisers and, where appropriate, legal counsel ensures that compliance frameworks are correctly calibrated. If you need legal advice on your corporate governance obligations under CALA 2025, we can help point you in the right direction.

The CALA 2025 Momentum: What It Signals

The pace and depth of the CALA 2025 reforms signal a clear direction: Singapore is continuously raising the standard of corporate accountability. Directors face higher personal penalties for governance failures. Audit reports now carry individual accountability. Minority shareholders have stronger protections in restructuring transactions.

For sound financial management and business investment planning, understanding the governance framework within which your company operates is a foundation — not an afterthought.

For the latest Singapore business news and regulatory updates, there are useful resources for directors keeping pace with ACRA’s evolving requirements.

How Raffles Corporate Services Can Help

Raffles Corporate Services monitors ACRA regulatory developments continuously and helps clients update their governance frameworks as new CALA 2025 provisions commence. Whether you need a governance review, updated board resolution templates, or AGM preparation support, our team is here to assist.

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