The ACRA changes that took effect from 6 May 2026 mark an important shift in Singapore’s corporate compliance environment. For business owners, directors, founders, and shareholders, the message is clear: compliance is no longer just about completing annual filings on time. It is about maintaining accurate records, documenting decisions properly, and ensuring the people responsible for the company can show that they acted with reasonable care.
The first tranche of the Corporate and Accounting Laws (Amendment) Act 2025 has now commenced. These updates strengthen director accountability, increase penalties for breaches of duties, add safeguards against misuse of companies, improve audit transparency, and give certain shareholders more protection in selective share buybacks.
For Singapore SMEs, this is not just a legal update. It is an operational reminder. A company may appear compliant on paper, but if its records, filings, shareholder information, director changes, accounting records, and supporting documents are not aligned, the risk sits directly with the people managing the company.
This guide explains what changed, what it means in practice, and how founders can review their compliance setup before small gaps become regulatory exposure.
On 6 May 2026, selected provisions of the Corporate and Accounting Laws (Amendment) Act 2025 commenced. The changes are part of Singapore’s broader effort to strengthen corporate governance, safeguard shareholders, reduce certain administrative burdens, and enhance accountability in the audit profession.
Here is a simplified overview.
For official details, business owners may refer to ACRA’s announcement on the commencement of key changes under the Corporate and Accounting Laws (Amendment) Act 2025 and ACRA’s overview of the Corporate and Accounting Laws (Amendment) Act 2025 .
The most significant practical change is the higher penalty for breaches of directors’ duties.
Under section 157 of the Companies Act, directors are expected to act honestly and use reasonable diligence in carrying out their responsibilities. The new amendment increases the maximum fine for breach of directors’ duties from S$5,000 to S$20,000. For serious cases, directors may also face imprisonment of up to 12 months, or both fine and imprisonment.
This matters because a director’s duty is not limited to avoiding deliberate misconduct. A failure to exercise reasonable diligence can also create exposure.
For example, a director who signs off on filings without reviewing supporting documents, ignores obvious inconsistencies in company records, or assumes that a service provider has handled everything without verification may still face personal risk.
The practical standard is rising. Directors should be able to show that decisions were reviewed, records were checked, and key actions were properly documented.
Many SMEs still treat compliance as a filing calendar issue. Annual return due? File it. Tax deadline approaching? Prepare accounts. Shareholder change? Update when convenient.
That approach is becoming increasingly risky.
The latest ACRA changes reinforce a wider compliance direction in Singapore: company information must be reliable, current, and supported. Regulators, banks, auditors, investors, and counterparties increasingly rely on registered company information to assess trust and risk. When records are outdated or inconsistent, the issue is not just administrative. It can affect the credibility of the company and the accountability of its officers.
A better way to understand the shift is this:
For founders, this means compliance should be built into regular operations, not treated as a once-a-year clean-up exercise.
For a broader view of ongoing obligations, see ATHR’s guide on Singapore company compliance timelines.
Directors are responsible for managing the company in its best interests. This includes acting honestly, exercising reasonable care, avoiding conflicts of interest, and ensuring company affairs are properly supervised.
The increase in maximum penalties changes the risk profile for directors, especially in founder-led SMEs where one person may wear several roles.
Common risk areas include:
The legal obligation remains with the director. A corporate secretary or accountant can support the process, but directors cannot assume that outsourcing removes personal responsibility.
This is why companies should maintain clear board minutes, signed resolutions, updated registers, and proper documentation for major decisions.
Singapore continues to strengthen its anti-money laundering and corporate transparency framework. Under the new changes, directors convicted of money laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 may be disqualified from acting as directors.
The list of disqualifying offences has also been expanded.
This is especially relevant for companies with nominee director arrangements, foreign shareholders, cross-border structures, or complex ownership layers. These structures are common and legitimate when properly documented, but they require stronger oversight.
Business owners should ensure that:
For related context, ACRA’s Corporate Service Providers Act 2024 requires corporate service providers to register with ACRA, comply with AML/CFT/PF obligations, and follow stricter rules when arranging nominee directors.
If your business uses a nominee director, you should review whether the arrangement is properly documented and handled through a compliant provider. Learn more about ATHR’s corporate secretarial services in Singapore.
The amendments also increase accountability in the auditing profession. Audit reports must now identify the public accountant primarily responsible for the audit engagement.
Previously, audit opinions were often signed in the name of the accounting firm. The individual auditor responsible could be checked through ACRA’s register, but the audit report itself typically did not identify that person clearly.
This update improves transparency and personal accountability. It also gives shareholders, lenders, investors, and other stakeholders clearer visibility over who is responsible for the audit engagement.
For companies subject to audit, this reinforces the need to keep accounting records clean, complete, and ready for review. Audit quality depends not only on the auditor, but also on the quality of the company’s underlying records.
If bookkeeping is delayed or supporting documents are incomplete, the audit process becomes slower, more expensive, and more exposed to questions.
For businesses that need cleaner financial records before audit, ATHR’s accounting and tax services can help maintain proper bookkeeping, management accounts, and tax-ready records throughout the year.
The new rules introduce stronger protection for shareholders in selective off-market share purchases.
When a company wants to buy back shares from selected shareholders instead of all shareholders, it must already obtain approval by special resolution from shareholders, excluding those whose shares are being acquired.
Under the new two-tier process, the company must also obtain separate approval from 75% of shareholders within the affected class of shares, excluding the selling shareholders. This second tier does not apply if the entire class of shares is being acquired.
The reason is straightforward. If only some shares within a class are being purchased, shareholders in the same class who are not selected may be affected. The new process gives those shareholders a stronger voice.
This change is relevant for companies planning:
Before any share buyback, companies should review the constitution, shareholder agreements, Companies Act requirements, board approvals, solvency position, and ACRA filing obligations.
Share transactions are not just paperwork. They can affect ownership, control, shareholder rights, tax treatment, and future fundraising.
The amendments also reduce regulatory burden by abolishing the minimum opening hours requirement for companies. This gives businesses more flexibility in determining their operating hours.
However, this does not remove the right of eligible persons to inspect company records. A person entitled to inspect company records must give reasonable notice, and the company must make the records available for inspection for at least two hours during each business day.
For SMEs, this means flexibility comes with responsibility.
Your company should know:
This is another reason to avoid scattered compliance records across emails, spreadsheets, and different providers.
Use this checklist to assess whether your current setup is ready for the 2026 compliance environment.
If you answer “no” to several of these, the issue may not be one missed filing. It may be a structural compliance gap.
The 2026 ACRA changes make one thing clear: Singapore companies need compliance systems that are accurate, coordinated, and easy to monitor.
ATHR helps founders, SMEs, and foreign business owners manage their Singapore compliance through an integrated corporate services model. Instead of treating accounting, tax, payroll, corporate secretarial work, and nominee director arrangements as separate tasks, ATHR helps businesses keep these functions aligned.
ATHR can support your company with:
For business owners, the goal is not only to file on time. It is to know that your company records are accurate, your responsibilities are clear, and your compliance setup can withstand greater scrutiny.
👉 If your company has grown, changed shareholders, appointed new directors, used a nominee director, delayed bookkeeping, or worked with multiple disconnected providers, now is the right time to review your structure.
Explore ATHR’s pricing and service packages or speak with ATHR to assess whether your current compliance setup is ready for the latest ACRA expectations.
The ATHR Content Team is a group of professional writers from Singapore and the Philippines, committed to delivering informative, practical, and engaging content for business owners across Southeast Asia.
