Key changes to Singapore’s Corporate and Accounting Laws for directors and businesses

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On 16 April 2026, the Accounting and Corporate Regulatory Authority (ACRA) announced that selected provisions of the Corporate and Accounting Laws (Amendment) Act 2025 will commence on 6 May 2026. The amendments focus on four areas: director accountability, prevention of company misuse, auditor transparency, and shareholder protection in selective share buybacks.

Directors, company secretaries, accountants and corporate service providers should review their current practices now. Below is a clear summary of the changes and what they mean in practice.

1. Heavier penalties for directors

Directors who breach their duties — for example, failing to act in the company’s best interests or without reasonable diligence — will face significantly higher fines. The maximum fine rises from S$5,000 to S$20,000. In serious cases, directors may also face up to 12 months’ imprisonment in addition to the fine.

This change reinforces the expectation that directors must maintain active oversight and sound decision-making at all times.

2. Stronger measures to prevent misuse of companies for unlawful purposes

To bolster Singapore’s anti-money laundering framework, the list of disqualifying offences for directors has been expanded. Individuals convicted of money laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 will now be disqualified from acting as directors.

Companies should ensure their onboarding, director appointment and ongoing compliance processes include up-to-date checks against the expanded disqualification criteria.

3. Greater personal accountability in auditing

Audit reports must now identify by name the public accountant primarily responsible for the engagement. Previously, reports were typically signed only by the firm, with the individual auditor’s name available only via ACRA’s Bizfile register.

This requirement promotes transparency and places direct professional responsibility on the lead auditor.

4. Two-tier approval process for selective share buybacks

When a company proposes to buy back shares from selected shareholders (rather than all shareholders pro rata), a new two-tier approval is required:

1. 75% approval from all shareholders (excluding those whose shares are being bought back), and

2. separate 75% approval from shareholders in the same class of shares as those being bought back (again excluding the sellers).

The change gives shareholders in the affected class a stronger voice and aims to protect minority interests more effectively.

Practical steps for businesses

• Review director duties and board processes to ensure decisions are properly documented and aligned with the company’s best interests.

• Update internal compliance checklists for director appointments and ongoing eligibility.

• Work with your auditors to prepare for named-auditor reporting in the next set of financial statements.

• If considering selective share buybacks, factor in the additional approval layer and allow sufficient time for shareholder coordination.

These amendments form part of Singapore’s continued effort to maintain high standards of corporate governance while addressing emerging risks in financial crime prevention.

Alpadis provides corporate secretarial services, accounting and financial reporting, compliance health checks and regulatory support to help clients meet these and other obligations efficiently. Our Singapore team works with directors and businesses to keep structures compliant across changing requirements.

This article is for general information only and does not constitute legal or professional advice. Businesses and directors should obtain independent legal counsel on how these changes apply to their specific circumstances.

For support with corporate governance, director compliance or accounting services in Singapore, contact our team at the Singapore office.

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