The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced on 6 May 2026 — two months ago. If you are a director of a Singapore company and you have not yet reviewed what changed, now is the time. The reforms significantly expand ACRA’s enforcement powers, introduce automatic disqualification for certain offences, increase personal liability exposure, and place new duties on Corporate Service Providers (CSPs) that your company may rely on.

This article is aimed at directors of Singapore private limited companies — both resident and non-resident. Whether you sit on one board or ten, the changes affect you directly. Understanding your exposure under the new regime is not optional; it is part of your duty of care.

What Is CALA 2025 and When Did It Take Effect?

CALA 2025 is an omnibus amendment statute that updates the Companies Act (Cap. 50), the Accounting and Corporate Regulatory Authority Act, and related legislation. Parliament passed it in 2025; it commenced on 6 May 2026.

The key policy objectives are: strengthening director accountability, increasing transparency in corporate governance, enhancing ACRA’s supervisory powers, and raising the bar for CSPs operating in Singapore. The changes represent the most significant overhaul of Singapore director liability law in over a decade.

For the latest Singapore business news and regulatory updates, including ACRA enforcement trends and CALA 2025 implementation guidance, there are useful resources for directors and business owners.

Higher Fines and Imprisonment for Breach of Directors’ Duties

Under CALA 2025, the maximum fine for breach of directors’ duties has increased to S$20,000. For serious breaches, the maximum custodial sentence is now 12 months’ imprisonment.

These figures apply to individual directors personally — not just to their companies. The increase signals a clear policy shift: ACRA intends to hold individuals, not just corporate entities, to account.

What constitutes a “serious breach” includes persistent failure to attend to statutory filings, acting as a director while disqualified, failing to maintain proper accounting records, and breaching fiduciary duties to the company. For directors who sit on multiple boards, the aggregate exposure across all directorships compounds significantly.

Automatic Disqualification for Money Laundering Convictions

One of the most significant new provisions is automatic disqualification for individuals convicted of money laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (CDSA).

Previously, disqualification required a separate court application or ACRA decision. Now, conviction under the CDSA results in automatic disqualification from acting as a director — no further action required. The disqualified person must immediately cease all directorships across all companies they serve.

This change reflects Singapore’s continued commitment to maintaining a clean and transparent corporate environment. For directors involved in businesses with international dealings, trade finance, or cash-intensive industries, this is an area of heightened vigilance.

ACRA’s Enhanced Enforcement Powers: Faster and Broader

Under the previous regime, ACRA typically had to commence formal prosecution before taking significant enforcement action against a non-compliant company or director. CALA 2025 changes this fundamentally.

ACRA can now issue compliance directions and take enforcement action without first commencing prosecution. This “compliance direction” power allows ACRA to compel remedial action directly — for example, requiring a company to file overdue returns, update BizFile+, or fix a defect in its register of controllers — without waiting for court proceedings.

The practical implication: ACRA’s enforcement is now significantly faster. Directors who previously relied on the slow pace of formal proceedings as a de facto buffer no longer have that comfort. If ACRA issues a compliance direction, you must comply promptly or face escalating consequences.

In addition, ACRA’s new powers extend to portfolio-level reviews. A compliance concern in one company can trigger scrutiny of all other companies where the same individual serves as director. For multi-directorship holders, this represents a material new risk.

New Audit Transparency Requirement

For companies that require a statutory audit, CALA 2025 introduces a new disclosure requirement: the audit report must now name the public accountant primarily responsible for the audit engagement.

This requirement applies to audit reports issued on or after 6 May 2026. The intent is to increase individual accountability within audit firms — moving away from a purely institutional accountability model toward named personal responsibility.

For directors, this change is relevant because it creates a clearer paper trail linking specific audit outcomes to specific professionals. In any subsequent investigation or dispute, the identity of the responsible auditor is now a matter of public record on the audit report itself.

Enhanced CSP Oversight: What Directors Need to Check

Corporate Service Providers — including company secretarial firms and corporate service firms like Raffles Corporate Services — are now subject to strengthened due diligence requirements under CALA 2025.

CSPs must be registered with ACRA under the updated CSP framework. As a director, you should confirm that your company secretary and corporate services provider holds a valid ACRA registration. Using an unregistered CSP may expose you to compliance risk.

The enhanced CSP rules include stricter beneficial ownership verification, more rigorous customer due diligence at onboarding, and ongoing monitoring obligations. These requirements align Singapore’s CSP framework more closely with FATF recommendations and international anti-money-laundering standards.

Directors of Multiple Companies: The Portfolio Risk

CALA 2025 explicitly contemplates ACRA conducting portfolio-level compliance reviews. A director serving on multiple boards should treat their entire directorship portfolio as a single compliance unit.

If any one of your companies has outstanding annual returns, unupdated BizFile+ entries, an outdated Register of Controllers, or any other compliance deficiency, ACRA may use that as a trigger to review your other companies. This cross-company enforcement approach is new and represents a significant change from the previous company-by-company enforcement model.

Practical steps every multi-directorship holder should take now:

  • Audit all companies you direct for outstanding ACRA filings (annual returns, financial statements, officer changes).
  • Verify that each company’s Register of Controllers (ROC) is current and accurately reflects all registrable controllers.
  • Confirm that each company’s company secretary is an ACRA-registered CSP.
  • Check that all registered addresses are correct and active.
  • Review whether any company in your portfolio has any overdue IRAS obligations (ECI, corporate income tax, GST).

What Counts as a “Serious Breach” Under the New Regime

The distinction between a minor compliance lapse and a “serious breach” now matters significantly, given the higher penalties. The following scenarios are most likely to be treated as serious:

  • Acting as director while disqualified — automatic criminal liability.
  • Persistent failure to file annual returns or financial statements — treated as ongoing non-compliance, not a one-off oversight.
  • Failure to maintain proper accounting records — a fundamental breach under Section 199 of the Companies Act.
  • Breaching fiduciary duties — acting in one’s own interest contrary to the company’s, using company assets for personal benefit, or failing to disclose conflicts of interest.
  • Insolvent trading — incurring debts or obligations when the company cannot reasonably be expected to meet them.

If you need legal advice on your specific situation as a director, seeking early advice is always preferable to waiting until ACRA has commenced enforcement action.

Practical Steps for Directors: CALA 2025 Compliance Checklist

  1. Review consent-to-act documents for all your directorships — ensure they are current and accurately reflect your role.
  2. Verify ACRA-registered CSP status — confirm that your company secretary/corporate services firm holds a valid ACRA CSP registration.
  3. Check BizFile+ entries for all your companies — look for any outstanding filings, incorrect information, or lapsed registrations.
  4. Update the Register of Controllers (ROC) for all companies where you are a director — ensure beneficial ownership information is current.
  5. Review your company’s accounting records — are they being maintained properly? Is your bookkeeper/accountant up to date?
  6. Check for any IRAS outstanding obligations across all your companies.
  7. Consider directors’ and officers’ (D&O) insurance — given increased personal exposure under CALA 2025, D&O cover has become more important for Singapore directors.

For articles on related topics, see our guides on the Annual Return filing deadline for 31 July 2026 and what a company secretary does in Singapore.

Beyond regulatory compliance, sound personal financial planning and investment decisions are equally important for business owners and directors managing the broader picture of corporate and personal obligations.

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