What Directors need to know about Singapore's April 2026 compliance changes
Singapore's Corporate and Accounting Laws (Amendment) Bill, passed by Parliament on 5 November 2025, is expected to take effect from April 2026 onwards. With enforcement approaching in April, company directors and business owners should understand the key changes and prepare accordingly.
Overview of the amendments
The Bill introduces significant changes across five main areas: preventing misuse of companies for unlawful purposes, safeguarding shareholders' interests, strengthening the regulatory framework, reducing certain administrative burdens, and enhancing accountability in the auditing profession.
Most provisions are targeted to commence from April 2026 onwards, giving companies a limited window to ensure compliance.
Preventing company misuse
The Accounting and Corporate Regulatory Authority (ACRA) has introduced stricter measures to prevent companies from being used for money laundering or other unlawful activities.
Under the new framework, courts and the Registrar must refuse applications to restore struck-off companies where there is reason to believe the entity is likely to be used for unlawful purposes or where restoration would be contrary to national security or Singapore's interests. These refusal grounds align with existing criteria for refusing company registration and winding up proceedings.
Directors convicted of serious offences involving fraud or dishonesty, including certain money laundering offences, may be disqualified from acting as directors or participating in company management. The timeline for striking off inactive companies has also been shortened to reduce opportunities for misuse.
Corporate Service Providers (CSPs) are subject to enhanced obligations, including strengthened due diligence and oversight requirements. Businesses should ensure that their CSPs are registered with ACRA and meet the new requirements.
Nominee director disclosure
A significant change affects nominee arrangements. Companies that appoint nominee directors or nominee shareholders must now disclose their nominee status to ACRA with this information reflected on the company's business profile.
This marks a notable shift in Singapore’s corporate transparency regime. Previously, companies maintained internal records of nominee arrangements, but such information was not publicly displayed. Under the new requirement, third parties conducting a business profile search will be able to identify whether a director or shareholder is acting in a nominee capacity, although details of the underlying nominator remain confidential and accessible only to the authorities.
Companies that currently use nominee arrangements should review their structures and prepare for these public disclosures. The change aims to enhance transparency while continuing to allow the legitimate use of nominee arrangements for administrative or structural purposes.
Stronger shareholder protections
The Bill introduces a two-tier approval framework for selective off-market share buybacks where a company proposes to acquire only some shares within a class.
Previously, such transactions required approval by at least 75 per cent of shareholders through a special resolution. This remains as Tier 1 under the new regime. In addition, Tier 2 now requires the consent of 75 per cent of shareholders within the affected class of shares, excluding those whose shares are being acquired.
This enhancement addresses situations where selective buybacks within a class could unfairly prejudice shareholders who are not participating in the transaction. The members within the affected share class who are not targeted will now have a greater say in whether the buyback proceeds.
The two-tier approval requirement will not apply where the entire class of shares is being acquired.
Increased director accountability
Directors face heightened responsibilities and penalties under the new framework. The maximum penalty for breaches of directors' duties under section 157 of the Companies Act has been increased to S$20,000 or imprisonment for up to 12 months, or both.
Directors are expected to exercise reasonable care, skill and diligence, taking into account any special knowledge or experience they possess. This standard applies regardless of whether a director is acting in a professional capacity.
The amendments also reinforce scrutiny of shadow directors – individuals who direct or influence company decisions without formal appointment. This is particularly relevant in situations where foreign owners exercise effective control through nominee directors while remaining behind the scenes.
Auditor identification requirements
The Bill requires public accountants who are primarily responsible for audit engagements to be identified in the audit report itself. Currently, audit opinions are typically issued in the name of the accounting firm rather than the individual primarily responsible for the engagement.
This change promotes greater personal accountability for auditors and increases transparency in the profession. Companies should be aware that audit reports will now clearly identify the responsible individual.
Administrative burden reduction
Not all amendments increase compliance obligations. The Bill removes the minimum opening hours requirement for company registered offices. Instead, companies must make their records available for inspection for at least two hours during each business day, provided reasonable notice is given.
This change offers companies greater flexibility in determining their operating hours, while continuing to safeguard the access rights of persons entitled to inspect company records.
Preparing for April 2026
With enforcement beginning in approximately seven weeks, companies should take prompt action to prepare.
First, review all nominee arrangements to ensure nominee director and nominee shareholder information is complete, accurate, and up to date, and that relevant parties are informed.
Second, confirm that your corporate secretary and CSP are properly registered with ACRA. Their credentials should be reviewed to ensure compliance with enhanced regulatory and duediligence requirements.
Third, assess the directors’ understanding of their statutory duties and the increased penalties for non-compliance. Consider whether refresher board training or legal advice is needed.
Fourth, review any planned share transactions, particularly selective off-market buybacks, to understand the new approval thresholds and potential timeline implications.
Fifth, confirm that your auditor is aware of the new identification requirements and that appropriate individuals will be named in audit reports once the relevant provisions come into force.
Timeline and next steps
The ACRA has published detailed guidance on its website regarding the implementation timeline. Companies should continue to monitor ACRA announcements for any updates or additional requirements.
The amendments underscore Singapore's commitment to maintaining its reputation as a transparent and well-regulated business hub whilst continuing to attract legitimate business activity. Companies that prepare systematically will find compliance straightforward; those that delay may face penalties and operational complications.
Directors should treat the April 2026 deadline seriously and ensure their companies are fully prepared ahead of enforcement.
Need assistance with compliance preparation? Alpadis Singapore provides corporate secretarial services and regulatory compliance support to help businesses navigate Singapore's evolving regulatory landscape.
Our team stays current with ACRA requirements to ensure your company remains compliant. Contact us to discuss how we can support your compliance needs ahead of the April 2026 deadline.
