Singapore: Key Company Law changes

On 16 April 2026, the Accounting and Corporate Regulatory Authority (ACRA) announced that selected provisions of the Corporate and Accounting Laws (Amendment) Act 2025 would come into force on 6 May 2026.

The changes introduce enhanced governance, accountability, and compliance requirements affecting directors, shareholders, and auditors.

 

Key Changes

Increased Director Liability

Penalties for breaches of directors’ duties have increased significantly. Directors who fail to act in the company’s best interests or exercise reasonable diligence may face fines of up to SGD 20,000 and, for more serious offences, imprisonment of up to 12 months.

 

Expanded Director Disqualification Rules

The scope of offences leading to director disqualification has been broadened to include certain money laundering offences under Singapore’s anti-money laundering framework.

 

Greater Transparency in Audit Reports

Audit reports must now identify the specific public accountant primarily responsible for the audit engagement, increasing transparency and individual accountability.

 

New Approval Requirements for Selective Share Buybacks

Companies undertaking selective share buybacks will be subject to a two-tier approval process, including separate approval from shareholders holding the affected class of shares.

 

Practical Considerations

Companies should be aware of the increased exposure of directors to liability, enhanced scrutiny on director eligibility, new requirements for audit reports and additional approval thresholds applicable to selective share buybacks.

 

Next Steps

Companies may consider taking the new requirements into account in future governance assessments, audit reports, and selective share buyback processes. Our team will also continue to monitor the phased implementation of the 2025 amendments.