The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced its first tranche of changes on 6 May 2026. For Singapore company directors, the message is clear: the era of passive or perfunctory board involvement is over. Director fines have quadrupled. Disqualification grounds have expanded. Audit accountability has sharpened. And corporate service providers must now operate under a tighter regulatory framework.

This guide distils the five key CALA 2025 changes that took effect on 6 May 2026 into a practical risk mitigation checklist that every Singapore director should review immediately — whether you sit on one board or ten.

The Five Key CALA 2025 Changes Effective 6 May 2026

ACRA’s announcement confirmed that the following provisions commenced on 6 May 2026:

1. Director Penalties Quadrupled

The maximum fine for breaching core director duties under the Companies Act (Cap. 50) has been raised from S$5,000 to S$20,000. For serious breaches, imprisonment of up to 12 months has been added. This is not merely symbolic — ACRA has signalled that enforcement will follow the higher penalty framework actively.

2. Director Disqualification Extended to Money-Laundering Convictions

A director convicted under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (CDSA) can now be disqualified from acting as a director in Singapore. This closes a prior gap where convictions for certain financial crimes did not trigger automatic director disqualification.

3. Named Auditor on Audit Reports

Audit reports for Singapore companies must now identify by name the individual public accountant primarily responsible for the engagement — aligning Singapore with practices in the UK, US and Australia. Directors are responsible for ensuring their appointed auditor complies with this requirement going forward.

4. Selective Share Buybacks: Enhanced Shareholder Protections

Selective share buybacks — where the company buys back shares from specific shareholders rather than the open market — now require a special resolution (≥75% of votes cast) plus a separate approval by at least 75% of the class of shareholders whose shares are being bought back, excluding those whose shares are subject to the buyback. This adds a significant procedural hurdle to prevent majority shareholders from using selective buybacks to squeeze out minorities.

5. Corporate Service Provider (CSP) Registration Under ACRA

Firms that provide nominee directors or other regulated corporate services must now be registered with ACRA as Corporate Service Providers. Engaging an unregistered CSP exposes both the provider and the client company to penalties of up to S$50,000 and imprisonment of up to 2 years.

The Director’s CALA 2025 Risk Mitigation Checklist

Work through each item below. Any unchecked item represents a live risk exposure under the new penalty regime.

Filings and Statutory Compliance

  • Annual returns filed on time — late filing is one of the most commonly prosecuted Companies Act offences. With fines now up to S$20,000, the cost of non-compliance has become material. Check BizFile+ for any outstanding filings.
  • Financial statements laid before members at AGM within the statutory deadline — Section 201 of the Companies Act requires accounts to be laid within four months of the financial year end for listed companies and six months for private companies. Directors are personally accountable for this.
  • XBRL filings lodged correctly and on time — companies required to file XBRL must do so in the correct format via BizFile+. Read our XBRL filing guide for 2026 to confirm your filing obligations.
  • Register of Registrable Controllers (RORC) updated — ACRA requires the RORC to be kept current at all times. Failure to update it following a change in control is an offence.
  • Registered office address current with ACRA — ensure BizFile+ reflects the correct address and that post is being collected or forwarded promptly.

Director Duties and Governance

  • Review your personal directors’ and officers’ (D&O) liability insurance — with fines now at S$20,000 and imprisonment possible, adequate D&O coverage is no longer optional for any active director.
  • Document your board attendance and deliberations — minutes should accurately reflect questions raised, positions taken, and the basis for decisions. A director who rubber-stamps management proposals without genuine engagement risks personal liability if those decisions later cause loss.
  • Brief co-directors on the new penalty thresholds — all board members should be aware of the CALA 2025 changes. Consider putting this on the next board agenda.
  • Conduct a conflict-of-interest review — under the Companies Act, directors must disclose any interest in contracts or proposed contracts with the company. Review current commercial arrangements for any undisclosed conflicts.
  • Ensure no interested party has voted in a selective share buyback resolution — under the new CALA 2025 rules, the votes of shareholders whose shares are being bought back must be excluded from the 75% approval for that class. If your company has undertaken or is considering a selective buyback, get this right from day one.

Auditor and Financial Oversight

  • Confirm your auditor is naming the individual public accountant in audit reports — with effect from 6 May 2026, the individual public accountant primarily responsible must be named. Your corporate secretary or CFO should confirm compliance with your auditor at the earliest opportunity.
  • Verify your company meets the audit exemption criteria (if applicable) — small companies exempt from audit under Section 205C must still prepare financial statements that are filed. If you are near the thresholds, review your eligibility carefully. See our audit exemption guide.
  • Ensure that any audit opinion is unqualified or that a qualified opinion is understood and actioned — a qualified audit opinion that is ignored at board level is evidence of negligent governance.

Corporate Secretary and CSP Relationships

  • Verify your corporate secretarial firm is ACRA-registered as a CSP — if you engage a firm to provide nominee director services or regulated corporate secretarial services “by way of business,” they must be registered. Ask your service provider for their ACRA CSP registration number.
  • Ensure all nominee directors were appointed through an ACRA-registered CSP — self-arranged nominee director appointments that bypass a registered CSP may expose both the nominee and the company to prosecution.
  • Review your secretarial file for completeness — the register of members, register of directors, register of nominee directors, and statutory minutes should all be current.

Money-Laundering and CDSA Compliance

  • Confirm your company’s AML/CFT procedures are documented — directors of regulated entities must ensure AML/CFT policies are in place. Even for unregulated companies, the extension of disqualification to CDSA convictions is a reminder that financial crime oversight is a board-level responsibility.
  • Review whether beneficial ownership information is up to date — ACRA’s beneficial ownership framework requires companies to maintain accurate information about ultimate beneficial owners. Directors are responsible for ensuring this is current.

What Counts as “Reasonable Diligence” Under the New Regime?

Singapore courts assess director liability by reference to the standard of a reasonably diligent person with the same general knowledge, skill and experience as the director concerned. The higher penalty regime does not raise this standard — but it makes non-compliance costlier if the standard is not met.

Practically, “reasonable diligence” means:

  • Attending board meetings regularly and engaging substantively with the agenda
  • Asking management for explanations when accounts or reports raise questions
  • Not simply relying on co-directors without independent verification of material matters
  • Maintaining a contemporaneous record of decisions and the reasoning behind them
  • Escalating concerns to the corporate secretary or to professional advisers when matters exceed your knowledge

If you sit on multiple boards, this analysis applies to each company separately. A director who is too time-poor to exercise reasonable diligence on each board they sit on should consider reducing their directorships.

For situations where a company’s governance practices need [legal advice on your compliance obligations](https://www.justfollowlaw.com), getting independent counsel is itself an act of reasonable diligence.

When to Escalate to Your Corporate Secretary or Legal Counsel

The following situations warrant immediate escalation:

  • A proposed share buyback that is selective rather than on the open market — ensure the new special resolution and class approval requirements are followed
  • Receipt of an ACRA enforcement notice or query
  • Discovery that a RORC or nominee director register is not current
  • Any conflict of interest that has not been properly disclosed to the board
  • Concerns about the financial position of the company, particularly if liabilities may exceed assets
  • Any criminal investigation or regulatory inquiry touching the company or its directors

Beyond corporate compliance, sound financial planning and investment decisions are equally important considerations for business owners seeking to manage personal risk alongside corporate governance obligations.

For the latest Singapore business news and regulatory updates, directors and compliance teams will find useful resources to keep pace with evolving requirements.

Conclusion

CALA 2025 is the most significant tightening of Singapore’s corporate governance framework in years. The quadrupled fine, the new CSP registration requirement, the named auditor rule, the tightened selective buyback procedure, and the extended disqualification grounds collectively raise the stakes for every Singapore director.

The good news is that compliance is achievable with good organisation, proper advice, and a genuine commitment to governance. Work through the checklist above, escalate anything that needs attention, and ensure your corporate secretarial arrangements are with an ACRA-registered provider.

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