The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced on 6 May 2026, and with it came a significantly expanded set of grounds on which a Singapore company director can be disqualified — and a sharply elevated personal liability framework. Two months on, many directors remain unaware of how materially the legal landscape has shifted. This article focuses specifically on the disqualification provisions and personal liability exposure introduced or amended by CALA 2025, and what directors must do now to protect themselves.

For a broader overview of all the changes introduced by CALA 2025, including audit reforms and ACRA’s new enforcement powers, see CALA 2025 Commenced 6 May 2026: What Directors Must Know.

The Expanded Grounds for Automatic Disqualification

Director disqualification in Singapore operates under Section 154 of the Companies Act. Prior to CALA 2025, automatic disqualification was triggered primarily by convictions for offences involving fraud or dishonesty, or by conduct connected with the management of a corporation. CALA 2025 has significantly widened the scope of automatic disqualification in two important respects.

Money Laundering Convictions Now Trigger Automatic Disqualification

One of the most significant changes under CALA 2025 is the extension of automatic disqualification under Section 154 to cover convictions for money laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (CDSA). Before CALA 2025, a conviction under the CDSA did not automatically disqualify a person from acting as a director — unless the offence also involved fraud or dishonesty in the conventional sense. That gap has been closed.

Under the post-CALA 2025 framework, any director convicted of a money laundering offence under the CDSA is automatically disqualified from acting as a director, managing director, or being involved in the management of any Singapore company for a period of five years from the date of conviction (or from the date of release from imprisonment, if applicable). This change reflects Singapore’s commitment to maintaining the integrity of its corporate registry and aligns with MAS’s anti-money laundering priorities.

Enhanced ACRA Enforcement Powers

CALA 2025 also grants ACRA the power to issue compliance directions and take enforcement action without first commencing criminal prosecution. This represents a fundamental shift in Singapore’s regulatory approach. Previously, enforcement tended to follow a prosecution-first model. Under the new framework, ACRA can issue a compliance direction requiring a director to rectify a breach within a specified period. Failure to comply with a compliance direction can itself result in further penalties and, in serious cases, disqualification proceedings.

This means that what might previously have been treated as a minor administrative breach — such as a persistent failure to file Annual Returns on time across a portfolio of companies — can now escalate rapidly to formal enforcement action against the individual director. If you are a director of multiple companies, the risk profile has materially increased.

Increased Penalties for Acting While Disqualified

The penalties for acting as a director while disqualified have been substantially increased under CALA 2025. A person who acts as a director, manages a corporation, or participates in the management of a company in contravention of a disqualification order is now liable on conviction to:

  • A fine of up to S$20,000 (increased from previous levels); and/or
  • Imprisonment of up to 12 months

These penalties apply to every act of management carried out while disqualified. A director who continues to attend board meetings, sign resolutions, or manage the company’s operations after being disqualified risks accumulating multiple charges. The civil consequence is equally serious: acts performed by a disqualified director may be voidable by the company or by a liquidator in subsequent proceedings.

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

Under CALA 2025, ACRA now has the power to act against directors for conduct that it characterises as a “serious breach” of directors’ duties or statutory obligations. While the Act does not define “serious breach” exhaustively, ACRA’s guidance and the parliamentary debates surrounding CALA 2025 make clear that the following types of conduct will be treated as serious:

  • Persistent failure to attend to statutory filings: Companies with chronically overdue Annual Returns, AGM filings, or financial statement filings where the director has been served with warnings but has failed to act
  • Acting as a director while disqualified: Any instance of management participation while subject to a valid disqualification
  • Failure to maintain proper accounting records: Under Section 199 of the Companies Act, every company must maintain proper accounting records sufficient to explain the company’s transactions and financial position; persistent failure to do so now carries a stronger enforcement risk
  • Breach of fiduciary duties to the company: Directors who divert business opportunities, act in conflict of interest without disclosure, or misappropriate company assets may now face faster enforcement action without the prior need for a full prosecution
  • Money laundering-related conduct: As noted above, any connection with a CDSA offence now triggers automatic disqualification

For a full treatment of directors’ general duties in Singapore, see Director Duties and Personal Liability in Singapore 2026: A Founder’s Practical Guide.

Portfolio Directors: Heightened Risk Under CALA 2025

Many Singapore-based entrepreneurs, investors, and professionals sit on the boards of multiple companies simultaneously. CALA 2025 increases the risk profile for portfolio directors in two important ways.

First, ACRA’s new compliance direction powers extend to an individual’s entire portfolio of directorships. If ACRA identifies a breach in one company and issues a compliance direction, it can extend its review to all companies with which that individual is associated. A director who has failed to attend to one company’s filings may find that ACRA examines every company on their record.

Second, a disqualification triggered by an offence connected with one company automatically disqualifies the individual from acting as a director across all Singapore companies. There is no company-specific or sector-specific limitation. The moment a disqualification order takes effect, the individual must step down from every directorship they hold — or face criminal liability for every day they continue to act.

If you need legal advice on your personal liability exposure as a director, it is worth seeking an opinion before any ACRA compliance direction is issued, not after.

The New CSP Due Diligence Requirement and Its Impact on Directors

CALA 2025 also strengthened the regulatory framework for Corporate Service Providers (CSPs) — the secretarial firms, registered agents, and corporate administrators that serve Singapore companies. Under the new framework, CSPs are subject to enhanced due diligence requirements and must satisfy themselves that the directors and beneficial owners of the companies they serve are not disqualified or otherwise in breach of the Companies Act.

For directors, this means that a well-run corporate secretarial firm will now conduct more rigorous onboarding checks and may flag concerns about a director’s compliance record that previously would not have been picked up. While this may feel intrusive, it is actually in a director’s interest: a competent CSP that monitors compliance on their behalf reduces the risk of a disqualification-triggering breach going undetected.

Directors should ensure their corporate secretarial firm is ACRA-registered under the CSP framework. Engaging an unregistered CSP from 6 May 2026 creates additional regulatory risk for the company and its directors.

Practical Steps for Directors: What to Do Now

Given the changes introduced by CALA 2025, every Singapore company director should take the following steps immediately:

  1. Audit your directorship portfolio: List every company you are currently a director of. Check that each company’s filing obligations (Annual Return, AGM, financial statements, corporate tax) are current on ACRA’s BizFile+ and IRAS’s myTax Portal.
  2. Check your disqualification status: You can check your own disqualification status via ACRA’s BizFile+ portal. Any outstanding court orders or disqualification notices should be addressed immediately.
  3. Verify your CSP is ACRA-registered: Confirm that the company secretarial firm or agent servicing each of your companies holds a valid ACRA CSP registration.
  4. Update the Register of Registrable Controllers (RORC): Ensure each company’s RORC is current and accurately reflects the beneficial ownership chain.
  5. Review any pending criminal matters: If you or any person connected with your companies is subject to any investigation under the CDSA or any other legislation listed in the Companies Act, take legal advice immediately on the potential disqualification implications.
  6. Set up a compliance calendar: Use a compliance management system or instruct your corporate secretary to send reminders for every filing deadline across your portfolio.

For a complete guide to all annual filing deadlines applicable to Singapore companies, see the Singapore Company Compliance Calendar 2026: All Deadlines.

Conclusion

CALA 2025 has materially raised the stakes for Singapore company directors. The expanded grounds for automatic disqualification — now including money laundering convictions — higher penalties for acting while disqualified, and ACRA’s new power to issue compliance directions without prosecution all point in the same direction: greater personal accountability, faster enforcement, and no room for complacency. Directors who are proactive about compliance will be well-protected. Those who are not risk a disqualification that affects every company they are associated with.

For the latest Singapore corporate governance and regulatory updates, directors and business owners can find useful background resources to stay informed.

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