Singapore directors face a sharper compliance environment in 2026. The Corporate Accountability and Limited Liabilities (Amendment) Act 2025 (CALA 2025), which took effect on 6 May 2026, has raised the stakes for director accountability — and ACRA’s recent public communications make clear that enforcement is a top priority for the year ahead.

Whether you sit on one board or ten, understanding your duties and the personal liability that can attach to you is no longer optional. This article walks through what directors need to know right now.

What the Companies Act Requires of Every Director

Under the Companies Act (Cap. 50), every director of a Singapore company owes four core duties:

1. Duty to act in good faith and in the best interests of the company. This means prioritising the company’s interests — not your own, and not the interests of a controlling shareholder or related party — in every decision you make.

2. Duty to act with reasonable care, skill and diligence. The standard is both subjective (your actual knowledge and experience) and objective (the minimum standard expected of a person in your role). Directors with specialist expertise are held to a higher standard.

3. Duty to avoid conflicts of interest. You must disclose any personal interest in a transaction involving the company, and in many cases step aside from the vote. Undisclosed conflicts can result in the transaction being set aside and personal liability for any loss caused.

4. Duty not to make improper use of position or information. Using your position or information obtained as a director to gain an advantage for yourself or another person — or to cause detriment to the company — is a criminal offence under section 157 of the Companies Act.

CALA 2025: What Changed from 6 May 2026

CALA 2025 introduced several amendments that directly affect how director liability is assessed and enforced:

Expanded grounds for disqualification

The Act widened the grounds on which ACRA can apply to the court to disqualify a director. Beyond the existing grounds (such as persistent filing defaults and fraud), ACRA can now seek disqualification where a director has been responsible for serious compliance failures across multiple companies — including companies that were struck off or wound up with outstanding regulatory obligations.

Director liability for company compliance failures

Under amended provisions, directors can be held personally liable for penalties arising from the company’s failure to comply with filing obligations — such as the failure to lodge annual returns, financial statements, or changes in particulars — where ACRA determines that the director caused or permitted the default. Previously, such penalties were primarily the company’s. The amendment makes the director a co-responsible party.

Tighter nominee director accountability

Nominee directors — directors who act on the instructions of a nominator — can no longer simply point to their nominator as the decision-maker. CALA 2025 clarifies that nominee directors remain fully liable for the decisions they make or ratify, and are subject to the same duties as any other director. Acting purely at a nominator’s direction without independent judgement is not a defence.

ACRA’s 2026 Enforcement Focus: What the Signals Show

In July 2026, ACRA responded publicly to questions about its enforcement posture on director accountability. While no new rules were announced, the communication reinforced three clear enforcement priorities:

Corporate governance standards. ACRA is scrutinising whether directors are genuinely exercising oversight or are passive figureheads — particularly in companies with repeated filing defaults or regulatory breaches.

Director fitness. Individuals who have been directors of multiple failed or deregistered companies — especially where those companies left unsatisfied creditors or undischarged regulatory obligations — are subject to increased scrutiny when they are appointed to new boards.

Transparency in related-party transactions. ACRA continues to focus on whether related-party transactions are properly disclosed, approved, and documented — particularly in private companies where external oversight is limited.

When Can a Director Face Personal Liability?

Personal liability arises in a number of specific scenarios. The most commonly encountered include:

Insolvent trading. If a company continues to incur debts at a time when a director knows, or ought reasonably to know, that the company cannot pay those debts, the director can be held personally liable for those debts under section 339 of the Companies Act.

Fraudulent trading. Where a company’s business is carried on with intent to defraud creditors, every person who was knowingly a party to that conduct can be ordered to contribute to the company’s assets. Criminal liability also attaches.

Breach of fiduciary duty causing loss. If a director’s breach of duty causes financial loss to the company, the director can be required to account for profits made or compensate the company for the loss.

Regulatory penalties under CALA 2025. Directors who cause or permit filing defaults can now face personal financial penalties alongside the company.

GST and income tax obligations. Officers who are knowingly involved in tax fraud or wilful evasion can face personal prosecution under the Income Tax Act and the GST Act (Cap. 117A).

Practical Steps for Directors in 2026

Stay on top of filing obligations

Annual returns, financial statements, and changes in company particulars must be filed with ACRA on time. Even if you are not the director responsible for day-to-day administration, you remain liable if defaults occur. Engage a professional corporate secretary to manage these obligations. For a full overview, see our guide on corporate secretarial services in Singapore.

Document board decisions properly

Minutes of meetings and written resolutions are not a formality — they are your evidence that proper process was followed. Well-maintained board minutes showing independent judgment and consideration of the company’s interests are your primary defence if a decision is later challenged.

Disclose conflicts proactively

If you have any personal interest — direct or indirect — in a transaction the company is considering, disclose it immediately and record the disclosure in the minutes. Do not vote unless permitted to do so by the company’s constitution.

Monitor the company’s financial position

Directors should review management accounts regularly. The risk of personal liability for insolvent trading rises sharply once a company’s financial difficulty is — or should be — apparent to a director.

If you are a nominee director, understand your position

You cannot simply follow instructions. You must satisfy yourself that decisions you take or ratify are lawful and in the company’s interest. If you have concerns, raise them, document them, and seek legal advice before proceeding.

How a Professional Corporate Secretary Helps

A licensed corporate secretary does more than file forms. Their role includes keeping statutory registers current, ensuring AGMs are convened correctly, preparing and lodging annual returns on time, maintaining board resolutions in a format that withstands scrutiny, and alerting directors to upcoming compliance obligations.

Learn more about our registered office and corporate secretarial services.

Key Takeaways

ACRA’s 2026 enforcement posture, combined with the enhanced personal liability provisions under CALA 2025, means directors — including nominee and non-executive directors — face real consequences for compliance failures. Proactive governance, proper documentation, timely filings, and professional corporate secretarial support are the practical tools that reduce a director’s exposure. In 2026, passivity is a liability.

For further reading, see the Companies Act (Cap. 50) and ACRA’s guidance on director responsibilities.

Singapore Secretary Services provides professional corporate secretarial services for Singapore private limited companies. Contact us at our contact page or email [email protected].

This article is for general information only and does not constitute legal advice.