Overview Of Key Changes Under The Corporate And Accounting Laws (Amendment) Act 2025

On 5 November 2025, the Corporate and Accounting Laws (Amendment) Bill (the “Bill”) was passed by Parliament, relating to amendments to Singapore’s corporate and accounting laws as part of a regular review by the Ministry of Finance of Singapore (“MOF”) and the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”), with respect to the regulatory functions of and legislation administered by ACRA. There were five (5) objectives stated, as follows:

1. To tighten rules against the misuse of companies for unlawful purposes;
2. To safeguard shareholders’ interests;
3. To strengthen the regulatory framework for companies;
4. To reduce regulatory burden for companies; and
5. To enhance the regulatory regime for public accountants.

The first tranche of provisions under the Corporate and Accounting Laws (Amendment) Act 2025 (the “Act”) commenced on 6 May 2026.

A. Strengthen the Regulatory Framework for Companies and to Reduce Regulatory Burden for Companies

The published policy objectives of the amendments were expanded following the publication of “Summary of Responses to Consultation Feedback on the Draft Bill” by ACRA and MOF, and the reading of the Bill in Parliament, to include the objective: “to strengthen the regulatory framework for companies”. Previously, the published policy objectives of the amendments only included items (a), (b), (d) and (e). This reflects a focus on enforcing good corporate governance and strengthening the regulatory controls over Singapore companies.

Interestingly, one of the key amendments initially proposed to reduce the regulatory burden for companies was to allow a sole director to also be appointed as the company secretary, with the aim of reducing compliance costs for smaller companies. In Annex B (Proposed Key Amendments to the Companies Act 1967 and Accountants Act 2004) of the Public Consultation on the Corporate and Accounting Laws (Amendment Bill) exercise, it was noted that the proposal aligned with practices in jurisdictions which have repeated similar prohibitions, such as the United Kingdom.

However, taking the feedback on this proposed amendment from the public consultation published on 9 October 2025 into account, which ranged from support of the potential lowered compliance cost (i.e. with regard to costs related to engaging external corporate secretaries to meet legal obligations) to concerns about its impact on corporate governance, the proposed amendment was not included in the Bill (and subsequently, the Act).

Other key amendments implemented by the Act, are as follows:

• Increase of the maximum fine for a breach of Section 157 (As to the duty and liability of company officers) of the Companies Act 1967 (the “Companies Act”) from a fine not exceeding S$5,000 or imprisonment for up to 12 months, to a fine not exceeding S$20,000, or imprisonment for a term not exceeding 12 months, or both.
• Removal of the requirement to lodge a statement in lieu of prospectus under the Companies Act.
• Removal of the requirements for public limited companies with a share capital to convene a statutory meeting and prepare a statutory report. Please note that while there is no requirement to hold a statutory meeting, public limited companies are still required to hold standard shareholders’ meetings in accordance with the requirements under the Companies Act and the Mainboard or Catalist Rules respectively.
• (i) Removal of the requirement for a company’s registered office to be open and accessible to the public for not less than three hours during ordinary business hours on each business day, and other related requirements; and (ii) permitting companies to provide for the hours during which the rights of inspection of a company’s records may be exercised and to provide that a person entitled to inspect any company record must give the company reasonable notice of the person’s intent to inspect, save that specified exceptions may apply. The regulators commented that this change “provides flexibility for companies to decide on the opening office hours of their registered offices, without prejudicing the rights of persons to inspect company records or serve documents on the companies”. Please note that, notwithstanding the amendments, companies must make such records available for inspection for at least two (2) hours during each of the relevant business days if a person entitled to inspect a company record gives the company reasonable notice of their intent to do so.

B. Changes to Form 45 (Consent to Act as Director)

Form 45 as prescribed under Section 173C(a) of the Companies Act was updated with effect from 6 May 2026. The revised form introduces additional declarations, enhanced anti-money laundering and regulatory compliance statements, expanded disqualification provisions, and additional due diligence information requirements for proposed directors.

Additional Disqualification Grounds Introduced

• A new declaration has been inserted requiring the proposed director to confirm that he or she has not been convicted of offences under Sections 50, 51, 53, 54, 55 or 55A of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 (“CDSA”), where the conviction occurred on or after 6 May 2026. This expands the scope of integrity-related screening beyond traditional corporate and fraud offences.
• The language under paragraph (vi)(D) of the new prescribed form of Form 45 now addresses the following scenarios:
  • The relevant person is required to declare that he or she is not a director of 3 or more companies which names had been struck off the register by the Registrar under Section 344 of the Companies Act within a period of 5 years preceding the date of execution of the Form 45 (same as previous Form 45); or
  • Where he or she is a director of 3 or more companies which names had been struck off the register by the Registrar but: (a) the director was not serving at the time of strike-off; or (b) the period during which he or she is disqualified (under Section 155A of the Companies Act) has expired, he or she still qualifies to act as a director of a company.
• The revised form includes more detailed declarations concerning, among others, convictions under the Variable Capital Companies Act 2018 (“VCC Act”), court orders relating to VCC filing obligations, disqualification arising from struck-off VCCs, and prohibition orders under the VCC Act. The additional provisions align the director screening framework more closely with the VCC regulatory regime.

New Anti-Money Laundering and Legitimate Business Use Declaration

A new declaration has been added at paragraph (bc) of Form 45, requiring the proposed director to acknowledge that he or she is aware of obligations under the Companies Act, and that the company will only be used for legitimate business purposes and in compliance with applicable laws. The declaration specifically refers to unlawful activities including money laundering, fraud, scams, and any activities prejudicial to public peace, welfare or good order in Singapore. This addition reflects Singapore’s continuing emphasis on anti-money laundering, countering the financing of terrorism and proliferation of terrorism, and misuse of corporate vehicles in this regard.

Practical Implications

The revised Form 45 imposes broader disclosure obligations and increases the due diligence burden on: (i) proposed directors; (ii) corporate secretarial service providers; and (iii) registered filing agents.

Particular attention should be given to the applicability of nominee director arrangements (per paragraph (ba) of Form 45) and in relation to the status of foreign directors as Employment Pass holders (per paragraph (bb) of Form 45).