CALA 2025 Second Tranche: What Singapore Directors and Company Secretaries Should Watch For Next

On 16 April 2026, the Accounting and Corporate Regulatory Authority (ACRA) announced that the first tranche of the Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) would commence on 6 May 2026 — heavier penalties for errant directors, automatic disqualification for money-laundering convictions, named-auditor reporting, and a new two-tier approval process for selective share buybacks. Many Singapore directors and company secretaries have by now absorbed those changes into their governance routines.

What is less well understood is that 6 May 2026 was only the first commencement date, not the last. ACRA has been explicit that a second tranche of CALA 2025 provisions is expected to follow “in subsequent months,” covering the remaining amendments passed by Parliament on 5 November 2025 — which touch on matters ranging from public companies and listed-entity-adjacent regulation to further reforms under the Accountants Act 2004. As at the time of writing, ACRA has not gazetted a commencement date or a detailed scope for this second tranche.

This article sets out, honestly, what has been confirmed, what remains outstanding, and what directors and company secretaries should be monitoring and preparing for in the months ahead — without pretending that the second tranche has already arrived.

Recap: What Actually Commenced on 6 May 2026

Before looking ahead, it is worth being precise about what is already law. ACRA’s 16 April 2026 announcement, and the commencement notification gazetted as S 199/2026, brought into force four specific changes:

If your company has not yet reviewed its buyback documentation, register maintenance practices, or audit engagement letters against these four changes, that review should take priority over anything discussed below — the first tranche is not merely upcoming, it is already in force. For a detailed walkthrough of the first tranche, see our earlier guide on the Corporate and Accounting Laws Amendment Act 2025 commencement and our companion piece on what directors must do now, effective 6 May 2026.

What Has Been Confirmed About a Second Tranche

ACRA’s own commencement announcement and the Act’s legislative history give us three confirmed facts, and nothing more:

• The Corporate and Accounting Laws (Amendment) Act 2025 was passed by Parliament on 5 November 2025 in full, but was structured to commence in phases by notification in the Gazette, rather than all at once.
• Only selected provisions commenced on 6 May 2026 — the four items summarised above.
• ACRA has publicly stated that further provisions are expected to commence in subsequent months, without naming a date.

Everything beyond this is inference based on the scope of the Act itself, as summarised on ACRA’s Corporate and Accounting Laws (Amendment) Act 2025 page, not an official ACRA timetable for the remaining provisions. The Act amends seven principal statutes — the ACRA Act 2004, the Accountants Act 2004, the Companies Act 1967, the Insolvency, Restructuring and Dissolution Act 2018 (IRDA), the Limited Liability Partnerships Act 2005, the Limited Partnerships Act 2008, and the Variable Capital Companies Act 2018 — plus consequential amendments to the ACRA (Registry and Regulatory Enhancements) Act 2024, the Exchanges (Demutualisation and Merger) Act 1999, and the Securities and Futures Act 2001. Only a fraction of that scope was covered by the 6 May 2026 announcement.

What to Watch For: Likely Contents of the Second Tranche

Based on the provisions passed but not confirmed as commenced, directors and company secretaries should keep an eye on the following areas. We present these as informed monitoring points, not confirmed commencement facts.

1. Regulation Touching Public Companies and Listed-Entity-Adjacent Structures

The Act’s consequential amendments to the Exchanges (Demutualisation and Merger) Act 1999 and the Securities and Futures Act 2001 sit alongside the core Companies Act changes. These provisions are more likely to require coordinated commencement with the Monetary Authority of Singapore (MAS) and the Singapore Exchange, which typically takes longer to sequence than domestic ACRA-only changes. Public companies, and private companies that expect to list or take on public shareholders, should treat this as the area most likely to see a separate, later commencement date.

2. Further Accountants Act 2004 Reforms

The named-auditor requirement that commenced on 6 May 2026 was only one piece of the Act’s broader push to “enhance the regulatory regime for public accountants.” The Act’s second reading speech and the underlying consultation paper referenced a wider set of reforms to the oversight of public accountants and accounting entities. Audit firms and the public accountants named on engagement letters should watch ACRA’s Accountancy pages for further rule changes beyond the naming requirement already in force.

3. Restoration Refusal Grounds

The Act specifies grounds on which the Court or the Registrar must refuse to restore a struck-off company, foreign company, or limited liability partnership to the register — where restoration would be used for an unlawful purpose or would be contrary to national security or public order. This was not listed among the four items in ACRA’s 6 May 2026 announcement, so companies involved in restoration applications should confirm current requirements directly with ACRA or their corporate secretarial provider rather than assuming this provision is already in force.

4. Reduced Registered Office Opening Hours Requirement

A further amendment abolishes the long-standing requirement that a company’s registered office be open to the public for a minimum number of hours each business day, replacing it with a notice-based inspection regime. This is a “regulatory burden reduction” measure rather than an enforcement measure, and — like the restoration grounds above — was not explicitly named in the 6 May 2026 commencement announcement.

5. IRDA-Related Timelines

Some commentary on the Act’s rollout has flagged that provisions affecting winding-up and insolvency timelines under the Insolvency, Restructuring and Dissolution Act 2018 may commence later in 2026, separately from the company law changes that took effect in May. Insolvency practitioners and directors of companies under financial stress should monitor this closely, given the practical consequences for liquidation and restructuring timetables.

Worked Example: How a Company Secretary Should Approach the Uncertainty

Consider a mid-sized Singapore private company, “Marina Bay Trading Pte Ltd,” with a corporate secretary who has already implemented the 6 May 2026 changes — updated buyback approval templates, refreshed the director duties briefing for the board, and confirmed the company’s auditor is naming the responsible public accountant on all reports.

Rather than waiting for a second ACRA announcement to react, a well-run company secretarial function for Marina Bay Trading would take three proactive steps now:

This kind of triage — rather than treating every unconfirmed provision as equally urgent — is what separates proactive governance from reactive scrambling once ACRA does announce the second tranche.

Practical Guidance for Directors and Company Secretaries

• Do not assume silence means “not yet in force.” ACRA’s public announcements have so far focused on headline items; some technical amendments may already have commenced without a dedicated press release. Where a specific compliance decision turns on the status of a particular provision, verify directly against the Gazette notification rather than relying on summary articles (including this one).
• Keep statutory registers current regardless of tranche timing. Whether or not further register-related obligations commence in the second tranche, the Register of Members, Register of Registrable Controllers, and Register of Nominee Directors already carry meaningful penalty exposure and should be reviewed as a standing agenda item.
• Revisit your constitution if you rely on selective share buybacks. If your company anticipates any selective off-market purchase, the two-tier approval process is already in force — build the extra 75% class-level consent step into your process now, not when a transaction is imminent.
• Loop in your auditor early on Accountants Act developments. If your statutory auditor is a smaller practice, ask them directly whether they are tracking further Accountants Act changes beyond the named-auditor requirement.
• Treat compliance monitoring as a governance function, not a one-off project. Directors carrying personal liability for lapses should see this as part of ongoing company secretary duties, and where a provision’s interpretation is genuinely unclear, it is worth obtaining legal advice on your compliance obligations rather than guessing.
• Cross-check your annual filing calendar. Second-tranche changes may interact with existing obligations under your annual return filing timeline, so keep both on the same watch-list.

How This Interacts With Sole-Director Companies

One area worth flagging for smaller companies: CALA 2025’s broader governance-tightening theme sits alongside the existing Section 171 rules on sole directors acting as company secretary. If your company relies on a sole director serving as company secretary, the heightened penalties for register-keeping lapses under the first tranche already raise the stakes for getting this structure right, and any further governance provisions in the second tranche are likely to reinforce, not relax, that trend.

Conclusion

The honest answer, as at now, is that the second tranche of CALA 2025 has not commenced, and ACRA has not published a date. What is confirmed is that more change is coming, that it will touch areas as varied as public company and listed-entity-adjacent regulation, further Accountants Act reforms, restoration rules, registered office requirements, and possibly IRDA timelines — and that, based on how the first tranche was announced, companies may get only a few weeks’ notice once it does land. The sensible approach is to lock in full compliance with the 6 May 2026 changes now, build a simple monitoring habit around ACRA’s announcements, and triage the unconfirmed provisions by relevance to your own corporate structure rather than treating them all as equally urgent.

If you would like a second pair of eyes on your company’s readiness for both the confirmed CALA 2025 changes and whatever the second tranche brings, the corporate secretarial team at Raffles Corporate Services can review your registers, buyback documentation, and board processes against the current law.

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