Singapore’s commitment to a robust, transparent, and business-friendly environment is continually reinforced through legislative updates. The Corporate and Accounting Laws (Amendment) Act 2025, passed by Parliament on 5 November 2025 and assented to by the President on 25 November 2025, marks a watershed moment in this effort. With most provisions commencing from April 2026 and selected ones on 6 May 2026, the Act overhauls the Companies Act 1967, the Accountants Act 2004, the Limited Liability Partnerships Act 2005, and related statutes. The reforms rest on five pillars: preventing the misuse of corporate vehicles, safeguarding shareholder interests, strengthening the regulatory framework, reducing unnecessary regulatory burden, and enhancing oversight of public accountants. This article walks through the core amendments and their practical implications for every company operating in Singapore.
- Preventing Misuse of Companies for Unlawful Purposes
The first major thrust of the Amendment Act is to harden Singapore’s defences against money laundering, terrorism financing, and other illicit activities conducted through companies and LLPs.
- Refusal to Restore Struck-Off Entities
Previously, the Registrar could refuse to register a new company on grounds of unlawful purpose or national security, but the law did not explicitly require the same scrutiny when restoring a struck-off company, foreign company, or LLP. The Act now clarifies that the Registrar must not restore any entity if there is reason to believe it is likely to be used for an unlawful purpose, for purposes prejudicial to public peace, welfare, or good order, or if restoration would be contrary to national security or interest. This aligns restoration criteria with the existing bars on initial registration and winding-up proceedings, closing a longstanding regulatory gap.
- Shorter Striking-Off Timelines
To reduce the window of opportunity for misusing dormant entities, the Act shortens the timeline for striking off a company or LLP. Inactive vehicles that are not properly deregistered can now be removed from the register more swiftly, denying bad actors the chance to exploit them for illicit ends.
- Expanded Director Disqualification
The list of offences that disqualify an individual from acting as a director is broadened. Crucially, a conviction for money laundering under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act, 1992 now constitutes an automatic bar. This sends an unequivocal message that Singapore will not tolerate the use of corporate structures to layer or clean illicit proceeds.
- Safeguarding Shareholder Interests[1]
The second pillar directly empowers shareholders, especially in situations where selective corporate actions might disadvantage minority or class-right holders.
- Two-Tier Approval for Selective Off-Market Purchases
A selective off-market purchase where a company buys back its own shares from specific shareholders without offering the same terms to all can dilute the relative stake and voting power of the remaining shareholders in that class. Under the old law, a single special resolution of all shareholders (excluding the sellers) was sufficient, even if the buyback affected only one class of shares.
The Act introduces a two-tier consent mechanism:
- Tier 1: A special resolution (75% approval) passed by all shareholders regardless of class, excluding the selling shareholders.
- Tier 2: A separate special resolution passed by the shareholders within the specific class whose shares are being purchased, again excluding the selling shareholders.
This ensures that those who will continue to hold shares in the affected class have a decisive voice. Companies planning a selective buyback must now convene two distinct shareholder approvals, often requiring a carefully orchestrated class meeting.
- Statutory Threshold for Variation of Class Rights
In a complementary move, the Act codifies that any variation or abrogation of class rights must be approved by shareholders holding at least 75% of the voting rights in that class unless the company’s constitution provides for a higher threshold. This sets a clear statutory floor and protects minority class holders from unfavourable constitutional amendments that previously could have been passed by a lower majority.
- Strengthening the Regulatory Framework for Companies
Beyond shareholder protection, the Act raises the bar for directorial conduct and corporate transparency across the board.
- Heavier Penalties for Breaches of Directors’ Duties
Section 157 of the Companies Act obliges every director: executive, non-executive, and nominee alike, to act honestly and use reasonable diligence in the best interests of the company. The amendment escalates the maximum fine for breach of these duties from S$5,000 to S$20,000, and for serious offences, directors now face imprisonment of up to 12 months in addition to financial penalties. Nominee directors, who have sometimes been perceived as loosely accountable, are expressly subject to the same heightened standard, reinforcing that the duty of care is not diluted by nominee status.
- Nominee Director and Shareholder Registers
Transparency around beneficial ownership takes a further leap. Companies must now disclose to ACRA not only the identities of their nominee directors and shareholders, but also the identities of their nominators; the individuals or entities on whose behalf they act. Failure to maintain the Register of Nominee Directors or Register of Nominee Shareholders now attracts a fine of up to S$25,000 (up from S$5,000). Likewise, failing to file these registers with ACRA’s central registers is an offence punishable by a fine of up to S$25,000. Individuals who arrange nominee director appointments outside a registered Corporate Service Provider risk a fine of up to S$10,000. These changes substantially elevate the cost of non-compliance and incentivise full disclosure.
- Reducing Regulatory Burden for Companies
While tightening governance and anti-money laundering rules, the Act also strips away outdated administrative frictions that burden law-abiding companies.
- Flexible Registered Office Hours
Since 1967, every company’s registered office had to be open to the public for at least three hours on each business day, with the company secretary or an authorised agent physically present. Foreign companies faced an even more onerous five-hour requirement. The Amendment Act abolishes these fixed minimum opening hours. Going forward, any person entitled to inspect company records must simply give reasonable notice, and the company must then make the records available for inspection for at least two hours during the relevant business days. This provides immense flexibility for lean teams, hybrid work arrangements, and small businesses.
- Sole Director as Company Secretary
Another long-standing restriction prohibiting a sole director from also being the company secretary has been relaxed. A company’s sole director may now also act as its secretary, provided the individual has the requisite knowledge and experience to perform the secretarial functions. For public companies, the individual must also meet prescribed qualifications and professional membership requirements. This change meaningfully reduces compliance costs for start-ups and SMEs without compromising governance integrity.
- Enhancing Accountability in the Auditing Profession[2]
The Act bolsters public confidence in financial reporting by sharpening individual accountability among public accountants. Under the previous regime, audit reports were typically issued under the name of an accounting firm, with the identity of the engagement’s lead auditor visible only on ACRA’s Bizfile register. The new rules require every audit report to clearly state the full name of the public accountant who is primarily responsible for the engagement and the issuance of the report. Auditing entities must identify the specific public accountant within the firm who performed the engagement. Failure to comply is an offence punishable by a fine of up to S$1,000. This simple but powerful transparency measure reinforces a culture of personal responsibility in the profession.
- Conclusion
The Corporate and Accounting Laws (Amendment) Act 2025 reflects Singapore's determination to remain a clean, trusted, and competitive business hub while removing unnecessary friction for legitimate enterprises. The changes span anti-money laundering, director accountability, shareholder protection, nominee transparency, and accounting governance: a comprehensive overhaul that touches nearly every aspect of corporate compliance. Business owners and directors should act now rather than wait for commencement, the preparation required for nominee disclosures, governance reviews, and internal policy updates takes time.