The first tranche of the Corporate and Accounting Laws (Amendment) Act 2025 (CALA Act) commenced on 6 May 2026, marking the most significant overhaul of Singapore’s company law in over a decade. ACRA published its commencement notice on 16 April 2026, giving directors and company secretaries roughly three weeks to prepare. If you are a director, a company secretary, or a beneficial owner of a Singapore company, several provisions in this first tranche change how you must operate immediately.

This article walks through what is now in force, what is deferred to later tranches, and the specific 30, 60, and 90-day actions every Singapore company should be putting on its compliance calendar today.

For a refresher on the CALA Act as a whole, see our earlier overview of the Corporate and Accounting Laws (Amendment) Act 2025: What Singapore Companies Need to Know.

What is the CALA Act and why does the 6 May 2026 date matter?

The CALA Act was passed by Parliament on 5 November 2025 and amends the Companies Act 1967, the Accountants Act 2004, and the Limited Liability Partnerships Act 2005, among others. Rather than commencing in a single block, the Act has always been designed to come into force in tranches — partly because some provisions require ACRA system upgrades on BizFile, and partly because directors and Corporate Service Providers needed time to adjust. The first tranche, gazetted on 16 April 2026 and effective 6 May 2026, contains the provisions ACRA viewed as ready to implement: penalty uplifts for register failures, the new permission for sole directors to act as company secretary, the framework for selective off-market acquisition of shares, and the foundational provisions for nominee director visibility on ACRA business profiles.

Later tranches — expected progressively through 2026 and into 2027 — will deal with, among other things, the full electronic-meeting framework, shadow director identification rules, and the integration with the Corporate Service Providers Act 2024 framework that began on 9 June 2025.

What is in the first tranche (effective 6 May 2026)?

1. Higher penalties for breaches of directors’ duties and register failures

The headline change is a sharp uplift in maximum penalties. Failure to maintain or update statutory registers — including the Register of Members, Register of Directors, Register of Secretaries, and Register of Registrable Controllers (RORC) — now attracts maximum fines of up to S$25,000, up from the previous tier. ACRA has also signalled that automated reminders, BizFile cross-checks, and CSP-side filings will be used more aggressively to detect gaps. For directors, this means treating the registers as a board-level compliance item rather than a back-office task.

2. Sole director may also act as company secretary

Under the prior Section 171 of the Companies Act 1967, the sole director of a company could not also serve as the company secretary — the separation was thought to preserve checks and balances. The CALA Act removes this prohibition with effect from 6 May 2026. The sole director of a Singapore private company may now also be appointed as the company secretary, provided he or she meets Section 171’s other requirements (natural person, principally resident in Singapore, with appropriate knowledge or experience). This is genuinely useful for one-person foreign-owned holding companies and family investment vehicles, but it is not always wise — see our companion piece on when a sole director should and should not take advantage of this change.

3. Selective off-market acquisition of shares

The CALA Act introduces a new mechanism allowing a Singapore company to selectively buy back shares from one or more identified shareholders, off-market, with the approval of disinterested shareholders. This is distinct from a market repurchase and from an across-the-board buyback. It will be used most often for founder buy-outs, exits of dissenting investors, and clean-ups of employee share schemes. Treasury share consequences and the existing 10% holding cap continue to apply (see our Treasury Shares in Singapore guide for the underlying rules in Sections 76H–76K of the Companies Act 1967).

4. Nominee director visibility on ACRA business profiles

Until 6 May 2026, the fact that a director was a nominee was disclosed only on the Register of Nominee Directors held by the company and lodged with ACRA. With the first tranche, ACRA will now flag the nominee status of a director on the company’s public BizFile business profile. The particulars of the nominator (the beneficial owner the nominee represents) remain restricted to government agencies and law-enforcement bodies — that information is not made public. For more on the underlying duty, see our overview of the Register of Nominee Directors.

5. Foundational provisions for shadow director oversight and CSP filings

Although full shadow director enforcement is part of a later tranche, the foundational definitions and reporting hooks are now in force. ACRA-registered Corporate Service Providers (mandatory for nominee director appointments and for incorporations involving foreigners since 9 June 2025) will increasingly be required to flag suspected shadow-director arrangements during onboarding KYC.

What is deferred to later tranches?

Provisions that are not yet in force as at 6 May 2026 include the full electronic general meeting framework, the consolidated digital statutory register regime, certain enhanced disclosure obligations on group structures, and several technical accounting amendments tied to the Accountants Act 2004. ACRA has indicated that the next tranche is likely to commence in late 2026, subject to BizFile readiness.

The 30 / 60 / 90-day action list for directors and company secretaries

If you have not already started, work through the following in the next three months:

Within 30 days (by early June 2026)

  • Run a full statutory-register health check. Verify the Register of Members, Register of Directors, Register of Secretaries, RORC, and Register of Nominee Directors are accurate, current, and supported by underlying documents (share certificates, declarations, source-of-control diagrams).
  • Confirm with your CSP that any nominee director appointments comply with the post-9 June 2025 rule that nominee director arrangements “by way of business” must be arranged through an ACRA-registered CSP.
  • Refresh director KYC files if the last refresh was more than 12 months ago.

Within 60 days (by early July 2026)

  • If you operate a one-person holding company, decide whether to consolidate the secretary role under the sole director — and document the decision in a board resolution.
  • Update your constitution if it contains an old-form prohibition on a sole director acting as secretary.
  • Review any pending share buyback plans against the new selective off-market acquisition mechanism — the documentation requirements (notice of meeting, statutory declaration of solvency, ACRA filings) are detailed and the timing is unforgiving.

Within 90 days (by early August 2026)

  • Brief the board on the new penalty regime — particularly the S$25,000 register-failure maximum. Treat statutory register hygiene as a quarterly board agenda item.
  • Plan for the next tranche. Start preparing standardised electronic-meeting protocols and digital register infrastructure now, even if the relevant CALA provisions are not yet live.
  • Update your annual compliance calendar to reflect the post-6 May 2026 framework. Our Singapore Company Compliance Calendar 2026 already integrates these changes.

What this means for foreign-owned companies and family offices

Foreign-owned holding companies and family investment vehicles benefit most from the sole-director / sole-secretary consolidation, which can materially simplify the corporate-secretarial stack. However, the same vehicles often hold sensitive RORC and trust information — and the higher penalty regime makes register accuracy non-negotiable. If your structure includes a Variable Capital Company (VCC), a single family office, or a Section 13O / 13U fund, refresh your family office setup documentation and ensure the source-of-control diagrams used to populate the RORC reflect the current ownership chain.

Statutory references

Key sections of the Companies Act 1967 affected by the first tranche include Section 171 (company secretary requirements), Sections 76B and 76H–76K (share buybacks and treasury shares), and Section 386AF (Register of Registrable Controllers). The Companies Act is available at Singapore Statutes Online. ACRA’s official commencement notice and updated practice directions are available at ACRA. The Corporate Service Providers Act 2024 framework, which dovetails with several CALA Act provisions, is also at ACRA.

Conclusion

The 6 May 2026 commencement is the largest single change to Singapore corporate law in over ten years, but the practical impact for most well-run companies is manageable: a register-hygiene refresh, a constitutional update where appropriate, and a board-level briefing on the new penalty regime. Where you have nominee director arrangements, share buyback plans, or sole-director vehicles, the changes are more material and worth a structured review.

If you would like a formal compliance health check ahead of the 30 / 60 / 90-day milestones, or you need a hand reviewing your registers, constitution, and CSP arrangements against the post-6 May framework, our team at Raffles Corporate Services regularly handles this work for owner-managed and foreign-owned Singapore companies.

— The Editorial Team, Raffles Corporate Services