On 6 May 2026, key provisions of the Corporate and Accounting Laws (Amendment) Act 2025 (the “Amendment Act”) formally commenced in Singapore. For company directors — whether executive, non-executive, or nominee — the changes are immediate and significant. The maximum fine for breaching core director duties has quadrupled from S$5,000 to S$20,000. A new category of automatic disqualification now applies to persons convicted of money laundering offences. And every audited Singapore company’s audit report must now bear the name of the individual public accountant personally responsible for the engagement.

If you sit on any Singapore company board, these are not future risks to manage — they are present obligations that took effect this week. This article unpacks each change and provides a practical checklist for directors and company secretaries to act on immediately.

Background: The Corporate and Accounting Laws (Amendment) Act 2025

Parliament passed the Amendment Act on 5 November 2025. The legislation amends several key statutes — principally the Companies Act 1967, the Accountants Act 2004, and the Singapore Accountancy Commission Act 2013 — to strengthen corporate governance, enhance audit accountability, and sharpen the regulatory response to financial crime.

ACRA announced on 16 April 2026 that a first tranche of provisions would commence on 6 May 2026. A second tranche is expected to follow in subsequent months. This article addresses the provisions now in force.

Change 1: Quadrupled Fines Under Section 157 of the Companies Act

Section 157(1) of the Companies Act requires that every director “must at all times act honestly and use reasonable diligence in the discharge of the duties of his or her office.” Section 157(2) prohibits directors from using their position to gain an advantage for themselves or any other person, or to cause detriment to the company.

Previously, the maximum penalty under Section 157(3) for breaching these duties was a fine of S$5,000. With effect from 6 May 2026, the maximum fine has been increased to S$20,000, with the option of up to 12 months’ imprisonment, or both.

What This Means in Practice

The fourfold increase in the maximum fine is not merely symbolic. Together with the imprisonment option, it signals that ACRA and the courts will treat director duty breaches with the same seriousness as more traditionally criminal conduct. Key implications include:

  • Passive directorship is no longer viable. A nominee director who simply lends their name to a board without genuine oversight now faces meaningful personal liability. The higher penalties raise the cost of wilful ignorance significantly.
  • Foreign-owned SMEs must review nominee arrangements. Where foreign founders have appointed nominee directors to satisfy the residency requirement under Section 145 of the Companies Act, those nominees must now be satisfied that their board role is backed by adequate information flows, board minutes, and oversight mechanisms.
  • D&O insurance reviews are warranted. Directors should verify that their Directors and Officers insurance cover is adequate for the new penalty regime. Policies written before 6 May 2026 may have been calibrated against the old S$5,000 maximum.

For guidance on director duties and nominee director arrangements, see our articles on Understanding the Responsibilities of a Company Director in Singapore and Nominee Director in Singapore: Legal Requirements, Risks & How It Works.

Change 2: New AML Disqualification Grounds

The Amendment Act introduces an automatic director disqualification for persons convicted of money laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 (CDSA). Previously, disqualification under Part 9 of the Companies Act was triggered by insolvency-related offences and certain fraud-related convictions. The new provisions extend automatic disqualification to CDSA money laundering convictions.

Practical Implications

  • KYC/AML checks on directors are now essential. Corporate service providers and companies onboarding new directors should conduct enhanced due diligence checks that include screening against money laundering offences — not merely bankruptcy and insolvency status.
  • Nominee director providers must update their screening protocols. Any nominee director business (which must now be conducted through an ACRA-registered Corporate Service Provider) should immediately review its AML screening methodology for prospective and existing nominees.
  • Existing directors should be re-screened. Companies with multiple directors may wish to undertake a fresh AML screen of their entire board, particularly where offshore investors or complex ownership structures are involved.

Change 3: Audit Reports Must Now Name the Engagement Partner

Among the most consequential changes for audited companies is the requirement that audit reports must now identify by name the individual public accountant primarily responsible for the audit engagement. Previously, audit reports were signed off in the name of the accounting firm. The engagement partner was known to ACRA but not disclosed in the public report itself.

This change aligns Singapore with international practice — notably the requirements of the Public Company Accounting Oversight Board (PCAOB) in the United States and similar regimes in the United Kingdom and Australia — and is designed to promote personal accountability for audit quality.

What Changes for Audited Companies

  • Audit engagement letters will be updated. Auditors will now be required to confirm the name of the responsible partner in the engagement letter and management representation letter.
  • Boards and audit committees should discuss implications with their auditors. This is a good opportunity for audit committees to ask their auditors who will be personally responsible for the engagement, and what quality control processes apply.
  • SMEs near the audit exemption threshold should review their position. Companies that qualify as a “small company” under Section 205B of the Companies Act (generally: revenue under S$10 million, total assets under S$10 million, and fewer than 50 employees) are exempt from audit. If your company is borderline, now is a sensible time to reconfirm your audit exemption eligibility.

For information on financial statement filing requirements and ACRA’s XBRL regime, see our guide on XBRL Filing with ACRA: Requirements, Exemptions & Step-by-Step Guide (2026).

Director Onboarding and Offboarding Checklist Update

In light of the 6 May 2026 commencement, companies should update their director onboarding and offboarding checklists to reflect the following:

On Onboarding

  • Conduct AML/CDSA conviction screening in addition to standard bankruptcy and insolvency checks.
  • Confirm that the director’s induction covers the enhanced Section 157 penalties and the company’s compliance expectations.
  • Review D&O insurance cover to confirm adequacy under the new penalty regime.
  • For nominee directors: confirm that the nominee director arrangement is managed through an ACRA-registered CSP and that adequate information flows are in place.

On Offboarding

  • Ensure board minutes are clear that the departing director has acted in good faith throughout their tenure.
  • Review indemnity provisions in the Articles of Association or separate deed of indemnity.
  • Confirm D&O insurance “run-off” cover is in place for post-resignation claims.

For the full ACRA compliance calendar and upcoming filing deadlines, see our Singapore Company Compliance Calendar 2026: Every Filing Deadline You Need.

The Broader Context: Singapore’s Corporate Governance Trajectory

The 6 May 2026 commencement is part of a sustained regulatory push by ACRA to raise the standard of corporate governance in Singapore. Other recent changes include the commencement of the Corporate Service Providers Act, which requires all businesses providing corporate secretarial and related services to register with ACRA and comply with AML/CFT obligations, and the introduction of mandatory beneficial ownership registers for Singapore companies.

Taken together, the message from the regulator is clear: the era of low-friction, low-accountability company structures is over. Directors — whether active or nominal — must now take their roles seriously or face materially higher personal exposure.

Conclusion

The 6 May 2026 commencement of the Corporate and Accounting Laws (Amendment) Act 2025 is one of the most significant regulatory events for Singapore company directors in recent years. Whether you are an active executive director, a non-executive board member, or a nominee director appointed to satisfy the residency requirement, you should be reviewing your board obligations, your AML screening protocols, and your D&O insurance cover right now.

If you need assistance reviewing your company’s corporate governance arrangements, updating nominee director structures, or ensuring that your ACRA filings are compliant, the team at Raffles Corporate Services is here to help. We provide comprehensive corporate secretarial services to Singapore companies of all sizes.

— The Editorial Team, Raffles Corporate Services