Shadow Directors and De Facto Directors: Liability Under Singapore Company Law

Singapore company law imposes substantial duties and liabilities on directors — but these obligations do not apply only to formally appointed directors whose names appear on ACRA's register. The Companies Act 1967 and Singapore's courts have long recognised two additional categories of person who may bear the same liabilities as a registered director: the shadow [...]

Reducing Share Capital in Singapore: A Director’s Guide (2026)

A Singapore private limited company can reduce its share capital — but the process is more involved than many directors realise. The Companies Act 1967 requires court approval or, where certain conditions are met, a solvency statement procedure. This guide walks directors through both routes, the legal requirements, common reasons for a reduction, and what [...]

Capital Allowances in Singapore: What Assets Qualify and How to Claim (2026)

When a Singapore company buys a fixed asset — machinery, computers, office furniture, or specialised equipment — the cost is not immediately deductible as a business expense. Instead, the Income Tax Act 1947 provides a structured alternative: capital allowances. These are tax deductions spread over the asset's useful life (or accelerated into one or three [...]

CALA 2025 in Practice: Six Things Every Company Secretary Must Do Differently Now

The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced on 6 May 2026 — the most significant overhaul of Singapore's company law in over a decade. Most of the early coverage focused on what directors needed to do differently. But company secretaries bear the real operational burden. Six months on from commencement, here [...]

Setting Up a Variable Capital Company Sub-Fund in 2026: What’s Changed and Why Asset Managers Are Taking Notice

Singapore's Variable Capital Company (VCC) framework has matured significantly since its 2020 launch. As at Q1 2026, more than 1,100 VCCs are registered with ACRA, managed by approximately 600 MAS-licensed fund management companies. Yet one area where even experienced fund managers make costly mistakes is at the sub-fund level — the layer within a VCC [...]

Disqualification of Directors in Singapore: Court Proceedings and Consequences

Being a director of a Singapore company is a position of significant legal responsibility. When that responsibility is abused, neglected, or exercised in breach of the law, the consequences extend well beyond a company's winding up or a financial penalty. Singapore's Companies Act empowers the courts — and in some circumstances ACRA itself — to [...]

Singapore Annual Filing Calendar 2026: AGM, Annual Return & Financial Statements — A Complete Guide for Private Companies

For the directors and company secretaries of Singapore private limited companies, 2026 has brought more than just the usual annual filing cycle. The Corporate and Accounting Laws Amendment Act 2025 (CALA 2025) — which commenced on 6 May 2026 — has introduced changes to the Companies Act 1967 that directly affect how Singapore companies must [...]

Winding Up a Singapore Company in 2026: New ACRA Lodgement Rules and CALA 2025 Changes Explained

From 6 May 2026, every director, shareholder, or creditor considering the winding up of a Singapore company must navigate a significantly reshaped regulatory landscape. The Corporate and Accounting Laws Amendment Act 2025 (CALA 2025) has introduced amendments to both the Insolvency, Restructuring and Dissolution Act 2018 (IRDA) and the Companies Act 1967 that affect winding [...]

Relief from Liability for Singapore Directors Under Section 391 Companies Act

Singapore directors face a demanding set of duties under the Companies Act 1967 (Cap. 50). They must act honestly and with reasonable diligence, avoid conflicts of interest, not misapply company property, and discharge their responsibilities with appropriate skill and care. When things go wrong — when a business decision turns out badly, when a procedural [...]

Singapore Annual Filing Calendar 2026: Every Deadline Your Private Limited Company Needs to Know

Every director and company secretary of a Singapore private limited company faces the same annual challenge: keeping track of the statutory deadlines that govern corporate filings with ACRA, IRAS, and MOM. Miss a deadline and the company — and its officers — face late filing penalties, composition fines, or in serious cases, prosecution under the [...]

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