The Corporate and Accounting Laws Amendment Act 2025 (CALA 2025) is being brought into force in phases. Phase 1 commenced on 6 May 2026, introducing several significant changes including the named audit partner requirement for audit reports and the new double-tier approval process for selective share buybacks. Phase 2 has not yet commenced, but the Ministry of Finance and ACRA have signalled that it will cover more substantive reforms to Singapore’s corporate governance framework.

This article provides an overview of what Phase 2 is expected to address, the likely timeline, and what boards and company secretaries should be doing now to prepare.

Why a Phased Approach?

Phased commencement is common for omnibus legislation that amends multiple statutes. It gives industry participants time to adjust their policies, systems, and templates before each tranche of changes takes effect. It also allows the government to monitor the practical impact of earlier changes before introducing later — sometimes more disruptive — reforms.

CALA 2025 follows this pattern. Phase 1 covered amendments that were relatively well-understood and required modest implementation lead time: the named audit partner disclosure and the revised selective buyback voting mechanics. Phase 2 is expected to address provisions that require more substantial preparation — both from companies and from ACRA itself in updating its systems and guidance.

What Phase 2 Is Expected to Cover

The specific provisions included in Phase 2 have not yet been gazetted. However, based on the text of the CALA 2025 Act and the ACRA consultation papers that preceded it, Phase 2 is widely expected to include the following key reforms.

Enhanced director duties and liability: CALA 2025 contains provisions that clarify and in some respects extend the duties of directors, particularly in relation to sustainability and climate-related disclosures. These provisions are expected to be phased in alongside broader Mandatory Climate-related Disclosures (MCD) requirements that are being rolled out progressively from financial years starting 2025 onwards for listed issuers, with non-listed large companies following in later years.

Variable capital company (VCC) framework amendments: CALA 2025 includes amendments to the Variable Capital Companies Act to align the VCC framework more closely with the broader Companies Act and to facilitate cross-border fund structures. The VCC-related amendments are expected to be brought into force as part of Phase 2 once industry guidance and updated ACRA templates are ready.

Revised rules on financial assistance: The existing Section 76 prohibition on financial assistance for share purchases is complex and generates significant compliance overhead for ordinary commercial transactions. CALA 2025 contains reforms intended to simplify and clarify the financial assistance regime for private companies, making it easier to structure intercompany loans, share-backed financing, and group restructurings without inadvertently triggering the prohibition. These amendments are expected in Phase 2.

Insolvency and restructuring refinements: Building on the substantial insolvency law reforms of 2020, CALA 2025 includes further technical amendments to the Insolvency, Restructuring and Dissolution Act. These are procedural and technical in nature but affect how judicial managers, liquidators, and scheme administrators operate. Phase 2 commencement is expected once subsidiary legislation and court rules are updated.

Digital and electronic meeting reforms: CALA 2025 codifies and extends the rules around virtual and hybrid general meetings. While much of the practical framework was established under COVID-era temporary legislation and has since been made permanent, Phase 2 will introduce clearer statutory rules on electronic voting, shareholder participation rights in virtual meetings, and the obligations of companies using third-party meeting platforms.

What Phase 2 Is Unlikely to Include

It is worth noting what Phase 2 of CALA 2025 is unlikely to resolve. Some of the more ambitious corporate governance reforms discussed during the public consultation — including mandatory board diversity requirements and enhanced whistleblower protections for listed companies — were not included in the final CALA 2025 legislation. Companies and governance professionals expecting CALA 2025 to address these areas will need to look to other legislative vehicles or voluntary guidelines.

Similarly, while CALA 2025 touches on sustainability-related disclosures at a high level, the detailed mandatory requirements are being developed through separate regulatory streams — the SGX Listing Rules for listed companies, and the ACRA mandatory filing regime for large non-listed companies — rather than through the Companies Act amendments in CALA 2025.

Expected Timeline for Phase 2

As at June 2026, no commencement date for Phase 2 has been announced. ACRA has indicated that it will provide advance notice — expected to be at least three to six months — before Phase 2 provisions take effect, to give companies time to update their constitutional documents, board resolutions, and corporate policies.

Companies should monitor the ACRA website and Singapore Statutes Online for gazette notifications. The commencement order, when made, will specify which sections of CALA 2025 are being brought into force and from what date.

What Companies Should Do Now

Even without a confirmed Phase 2 date, there are several steps that boards and company secretaries can take now to ensure readiness.

Audit your current constitutional documents. Many Singapore companies are still operating under Memoranda and Articles of Association (M&AA) that pre-date the 2015 Companies Act amendments, or constitutions that were last updated several years ago. A pre-Phase 2 constitutional audit will identify provisions that may conflict with upcoming changes and flag areas where voluntary updates would be beneficial even before they become mandatory.

Review your financial assistance policies. If your company or group relies on intercompany loans, upstream guarantees, or other forms of financial assistance, consider reviewing your current risk management framework against the proposed new rules. The simplification of Section 76 should reduce compliance overhead, but the scope and conditions of any whitelist or solvency-based test will need to be understood once the regulations are gazetted.

Prepare for electronic meeting governance. If your company has not already adopted a comprehensive electronic meeting policy — covering how votes are counted, how shareholders can participate remotely, and what technical requirements apply — Phase 2 is a good prompt to do so ahead of the statutory requirements.

Monitor ACRA guidance. ACRA typically issues guidance notes and updated FAQ documents when new provisions take effect. Subscribing to ACRA e-alerts and monitoring the ACRA website will ensure you receive these updates promptly.

Conclusion

Phase 2 of CALA 2025 will bring further changes to Singapore’s corporate governance landscape — but the timing and exact scope remain to be confirmed. The most prudent approach for companies is to treat the period between Phase 1 and Phase 2 as a preparation window: audit your current documentation, understand the likely direction of change, and build internal readiness so that when Phase 2 is announced, your board is not scrambling to comply at the last moment.

For a full picture of what CALA 2025 Phase 1 has already changed, refer to our overview of CALA 2025 amendments to the Companies Act. For questions about board resolutions, constitutional updates, or general meeting procedures, our corporate secretarial team is happy 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