If you run a company in Singapore, April 2026 is not just the start of a new quarter. It’s the start of a new compliance era.

 

The Corporate and Accounting Laws (Amendment) Act 2025 — passed by Parliament on 5 November 2025 — has most of its provisions taking effect this month. It is one of the most sweeping overhauls to Singapore’s corporate governance framework in years, touching the Companies Act, the Accountants Act, the LLP Act, the Variable Capital Companies Act, and more.

 

The good news: most of it is straightforward once you know what’s changed. The risk: assuming it doesn’t apply to you until it does.

Let’s break it down.

 

Why Did ACRA Do This?

 

Singapore’s business laws are reviewed regularly by the Ministry of Finance and ACRA — not to create paperwork, but to keep the country’s corporate environment clean, fair, and trustworthy. That reputation is one of the reasons Singapore remains one of the top destinations in the world to incorporate a company.

 

This round of amendments targets five specific problems that had been quietly building under the old framework:

1. Companies being restored to the register for dubious purposes
2. Minority shareholders being left out when companies do selective share buybacks
3. Directors facing penalties too mild to deter serious misconduct
4. Registered offices with unclear obligations around record inspections
5. Audit reports that named firms but not the individual accountants responsible

ACRA’s response to each of these is clear, practical, and — for the most part — sensible.

 

What Has Actually Changed?

 

1. Closing the “Company Restoration” Loophole

 

When a company or LLP that has been struck off applies to be restored to the ACRA register, the Registrar or the Court can now refuse the application outright if there is reason to believe the entity would be used for unlawful purposes — anything prejudicial to public peace, welfare, or national security.

 

Previously, the law didn’t explicitly require this refusal. The amendment closes that gap. It is aligned with the existing criteria ACRA already uses when refusing to register a company’s constitution in the first place. A small but important fix.

 

What this means for you: If you are managing a dormant or struck-off company and have plans to revive it, make sure the business purpose is clearly legitimate and documented before you apply for restoration.

 

2. Stronger Protection for Shareholders in Selective Buybacks

 

This one matters if your company has ever done — or plans to do — a selective off-market share purchase, where the company buys back shares from only some shareholders within a particular share class, not all of them.

 

Under the old rules, you needed a special resolution (approval by 75% of shareholders, excluding those whose shares are being bought). That was it.

 

Under the new rules, there is now a two-tier approval process:

• Tier 1 remains the same: 75% approval via special resolution
• Tier 2 is new: 75% consent from shareholders within the affected class of shares (again, excluding those being bought out)

The logic is fair. If a company is selectively buying out some shareholders in Class B, the remaining Class B shareholders — who are staying — should have a say in whether that happens. Tier 2 does not apply if the entire class is being acquired.

 

What this means for you: Review your articles of association and any existing share buyback arrangements. If your company has multiple share classes or any plans for selective purchases, your board resolutions and shareholder approval processes need to be updated.

 

3. Directors Now Face Steeper Penalties

 

Section 157 of the Companies Act covers the core duties of directors — act honestly, exercise reasonable diligence, and don’t use company information or assets for personal gain.

 

Previously, the penalties for breaching these duties were, frankly, not a strong deterrent. That changes now.

 

The maximum fine has been raised to S$20,000, and offenders may face up to 12 months’ imprisonment, or both.

 

This is not aimed at honest mistakes. It is aimed at directors who knowingly cut corners, misuse their position, or ignore their responsibilities. But it also serves as a clear reminder: being a company director in Singapore is not a ceremonial title. It comes with legal accountability.

 

What this means for you: Every director — including nominee directors and non-executive directors — should be aware of their duties under the Companies Act. If you have not had a governance briefing recently, now is a good time to schedule one.

 

4. Registered Office Hours — Flexible, But With Clear Rules

 

This change is actually welcome for many businesses. Companies will no longer be required to maintain fixed minimum opening hours for their registered office.

 

However, flexibility comes with responsibility. Under the new framework:

• Anyone entitled to inspect company records must give the company reasonable advance notice
• The company must then make those records available for at least two hours during each business day

The goal is to give businesses more operational flexibility while ensuring that shareholders, directors, and other entitled parties can still access records when they need to.

 

What this means for you: If you change your operating hours, put a clear internal policy in place for how inspection requests are handled — who receives them, who responds, and within what timeframe.

 

5. Audit Reports Must Now Name the Individual Accountant

 

Under the old system, audit opinions were signed off under the accounting firm’s name. The individual public accountant who actually conducted the engagement was not identified in the report itself.

 

That changes under the new Act. The public accountant primarily responsible for an audit engagement must now be named in the audit report.

 

The purpose is greater personal accountability and transparency in Singapore’s auditing profession. When your name is on the document, the standard of care tends to rise accordingly.

 

What this means for you: If your company undergoes statutory audits, ask your auditors how they are preparing to comply with this requirement. Audit reports going forward will look slightly different — that’s expected.

 

A Quick Compliance Checklist

 

Not sure where to start? Here is a practical checklist to work through:

• Review your share buyback procedures and update approval templates for the two-tier process
• Ensure all nominee director and shareholder arrangements are properly disclosed and documented
• Brief all directors on the increased penalties under Section 157 and their ongoing duties
• Update your registered office inspection policy with clear procedures for notice and access
• Confirm your Corporate Service Provider (CSP) is registered with ACRA — check the Public Register at Bizfile
• Speak to your auditors about the new personal identification requirement in audit reports

 

Don’t Wait Until Something Goes Wrong

 

The amendments coming into force this month reflect a broader shift in Singapore’s regulatory environment. ACRA is not just updating legislation — it is actively enforcing it. Recent years have seen directors convicted for failing to hold AGMs, companies struck off for persistent non-compliance, and fines for incomplete registers rising to S$25,000 per offence.

 

The message is clear: Singapore holds its corporate community to a high standard. That is precisely why Singapore companies are trusted by investors and partners across the world. Staying compliant is not just a legal obligation — it is part of what makes your company credible.

 

Let A1 Accounting Handle the Heavy Lifting

 

Understanding new regulations is one thing. Actually implementing them across your company — updating your documents, reviewing your shareholder structures, ensuring your filings are in order — is another matter entirely.

 

A1 Accounting is a registered ACRA Filing Agent, and this is exactly the kind of work we do every day for companies across Singapore.

 

Whether you need help reviewing your compliance posture in light of the new amendments, updating your corporate secretary records, handling ACRA filings, or simply getting a clear picture of what your company needs to do right now — we are ready to help.

 

📞 Call or WhatsApp us at +65 8066 2238 📧 Email us at [email protected] 🌐 Visit us at acrafilingagent.com

 

Don’t let a compliance gap become a costly problem. Reach out to A1 Accounting today — and start April 2026 on the right foot.

 

 

Disclaimer: This article is intended for general informational purposes and does not constitute legal advice. For advice specific to your company’s situation, please consult a qualified professional.