Nominee Director Duties and Personal Liability After CALA 2025: Five Things Every Nominee Must Know Now

The Corporate and Accounting Laws (Amendment) Act 2025 ("CALA 2025") commenced on 6 May 2026, and for nominee directors in Singapore, the changes are not cosmetic. The maximum fine for breaching core director duties has quadrupled, informal nominee arrangements have been made illegal, and automatic disqualification triggers have been expanded. If you serve as a [...]

Board Resolutions in Singapore: Types, Templates & Legal Requirements (2026)

Board resolutions are the formal mechanism by which a Singapore company's directors make decisions and authorise actions on behalf of the company. Whether you are opening a bank account, approving a loan, issuing new shares, appointing a company secretary, or authorising a major contract, the underlying authority comes from a duly passed board resolution. Getting [...]

Understanding Drag-Along Rights in Singapore Shareholder Agreements

Drag-along rights are one of the most commercially consequential — and frequently misunderstood — provisions in any Singapore shareholders' agreement. When properly structured, they protect majority shareholders' ability to complete a clean exit. When poorly drafted, they become a source of expensive dispute between investors and founders. This guide explains what drag-along rights are, how [...]

Singapore vs Hong Kong: Corporate Governance, Secretarial Obligations & Director Duties Compared (2026)

When founders, investors, and multinational companies ask whether to incorporate in Singapore or Hong Kong, the conversation typically starts with tax rates and incorporation costs. But for directors, shareholders, and corporate secretaries who must actually run the company on a day-to-day basis, the more important question is: which jurisdiction is more governable, and what are [...]

Nominee Director Duties & Personal Liability After CALA 2025: Five Things Every Nominee Must Know Now

When Singapore's Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced on 6 May 2026, it did not merely tinker at the margins of corporate governance. For nominee directors in particular, the changes are material, immediate, and carry real personal liability consequences. If you are currently serving as a nominee director — or your [...]

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