Singapore’s Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced in phases from 6 May 2026, introducing the most significant changes to the Companies Act in over a decade. Director fines for duty breaches have increased from S$5,000 to S$20,000, money laundering convictions now automatically disqualify individuals from directorships, and companies buying back shares from select shareholders must meet a new two-tier approval process. If you are a director, shareholder, or company owner in Singapore, these changes affect you now.
Passed by Parliament on 5 November 2025, CALA 2025 amends the Companies Act 1967, the Insolvency, Restructuring and Dissolution Act 2018, and several related statutes. The amendments target five broad areas: strengthening director accountability, preventing misuse of companies for unlawful purposes, enhancing auditing transparency, safeguarding shareholders’ interests, and reducing certain administrative burdens. Selected provisions took effect on 6 May 2026, with further phases expected through the remainder of 2026.
What Has Changed Under CALA 2025?
| Change | Before CALA 2025 | From 6 May 2026 |
|---|---|---|
| Max fine for director duty breach | S$5,000 | S$20,000 |
| Serious director offences | Fine only | Fine + up to 12 months’ imprisonment |
| Money laundering conviction | Not automatically disqualifying | Automatic director disqualification |
| Audit report identification | Firm-level sign-off only | Named auditor must be identified in report |
| Selective share buyback approval | 75% of all shareholders (except sellers) | 75% of all shareholders + 75% of same-class shareholders |
Change 1: Heavier Penalties for Directors Who Breach Their Duties
The most immediately relevant change for directors is the significant increase in penalties for breaching core director duties under the Companies Act.
Directors are legally required to act in the best interests of the company, exercise reasonable diligence in managing the company’s affairs, avoid conflicts of interest, and not make unauthorised profits from their position. These are not new duties — but the consequences of breaching them are now materially higher.
Under CALA 2025:
- The maximum fine for a director duty breach has increased from S$5,000 to S$20,000
- For serious offences, directors now face both the fine and imprisonment of up to 12 months
This applies equally to executive directors, non-executive directors, and nominee directors. Every director on a company’s register owes these duties — regardless of how actively they participate in the business.
The practical message for Singapore company directors: review your governance practices now. If you are not receiving regular management accounts, attending director meetings, or being informed of material company decisions, you may be failing your duty of reasonable diligence — and the cost of that failure has quadrupled.
Change 2: Expanded Grounds for Director Disqualification
CALA 2025 expands the list of offences that automatically disqualify an individual from acting as a company director. A conviction for money laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 now results in automatic disqualification from holding any director position in Singapore.
The broader list of disqualifying offences reflects ACRA’s alignment with FATF (Financial Action Task Force) standards and Singapore’s intensified anti-money laundering regime. The Corporate Service Providers Act (which took effect in June 2025) had already introduced stricter obligations for corporate service providers conducting due diligence on director appointments — CALA 2025 now closes the loop on the consequences for individuals convicted of AML-related offences.
For companies with nominee directors, this reinforces the importance of working with a reputable, compliant provider. HeySara’s nominee director service includes full KYC screening of all appointed individuals against disqualification registers.
Change 3: Named Auditors in Audit Reports
Previously, audit reports for Singapore companies were typically signed off at the firm level — the name of the accounting firm appeared on the report, but not the specific public accountant responsible for the engagement. ACRA’s register of public accountants on BizFile+ contained this information, but it was not disclosed on the face of audit reports themselves.
Under CALA 2025, audit reports must now identify the individual public accountant primarily responsible for the audit engagement by name. This change promotes personal accountability within the auditing profession and gives shareholders greater transparency about who is responsible for the audit opinion they are relying on.
For companies that are required to have their financial statements audited — primarily those that do not qualify as small companies — this change affects your audit engagement letters and the format of audit reports going forward. HeySara’s audit services are fully aligned with the new requirements.
Change 4: Two-Tier Approval for Selective Share Buybacks
When a company wants to buy back shares from specific shareholders rather than offering to buy back from all shareholders on equal terms, this is known as a selective off-market share purchase. Previously, the Companies Act required approval from 75% of all shareholders (excluding those selling their shares) for such transactions.
Under CALA 2025, selective off-market share purchases now require a two-tier approval:
- 75% approval from all shareholders (excluding those selling) — as before
- A separate 75% approval specifically from shareholders who hold the same class of shares as those being bought back (excluding those selling)
This change gives minority shareholders holding the same class of shares a greater say in transactions that directly affect the relative value and proportional ownership of their shares. For companies contemplating share restructuring, investor buyouts, or founder buybacks in 2026, this new process must be factored into your transaction planning and documentation.
What Do These Changes Mean for Company Directors in Practice?
CALA 2025 continues a clear regulatory direction ACRA has been pursuing over the past three years: raising the bar for corporate governance and increasing personal accountability for directors. The June 2025 Corporate Service Providers Act tightened oversight of CSPs; the RORC regime strengthened beneficial ownership transparency; CALA 2025 now raises the penalties for getting governance wrong.
For directors, the practical implications are:
- Stay informed and engaged. Passive or rubber-stamp directorship is now a higher-risk position. If you are not actively receiving and reviewing company information, you may be breaching your duty of reasonable diligence.
- Keep your compliance current. Directors of companies with overdue annual return filings, outdated RORC entries, or lapsed secretarial appointments face compounding risk under the higher penalty regime.
- Review nominee arrangements. If you have nominee directors on the company’s register, confirm they are from a properly registered and KYC-compliant provider. Under CALA 2025, directors facing disqualification orders are removed from all directorships — a poorly vetted nominee creates downstream disruption for your company.
- Plan share transactions carefully. Any selective share buyback requires careful legal and secretarial planning to meet the new two-tier approval requirements before proceeding.
Are Further CALA 2025 Provisions Coming?
Yes. CALA 2025 is commencing in phases. The four changes described above took effect on 6 May 2026. Additional provisions — including those affecting winding up and insolvency timelines under the Insolvency, Restructuring and Dissolution Act — are expected to commence later in 2026. HeySara will publish updates as ACRA confirms further commencement dates.
For the authoritative source on the full text of the amendments, refer to ACRA’s Corporate and Accounting Laws (Amendment) Act page and the official ACRA announcement of 16 April 2026.
How HeySara Keeps Your Company Compliant Under the New Framework
HeySara is an ACRA-registered filing agent (FA20200042 / FA20031119) providing corporate secretarial, accounting, and compliance services to over 2,000 companies in Singapore and offshore. Our corporate secretarial service covers the full range of your annual obligations — Annual Returns, board resolutions, RORC maintenance, and director change filings — ensuring you are never inadvertently in breach of the Companies Act.
With penalty thresholds now four times higher than before, proactive compliance management is not a cost — it is protection. If you have questions about how CALA 2025 affects your specific company structure, contact HeySara for a consultation.