Public Consultation on Amendments to the Singapore Companies Act
Introduction
Singapore’s Ministry of Finance and the Accounting and Corporate Regulatory Authority have recently concluded a public consultation held between 14 to 31 July 2025 on proposed amendments to, among other statutes, the Companies Act 1967 of Singapore (the “CA”). The proposed amendments to the CA aim to, among other things: (i) prevent misuse of companies for unlawful purposes; (ii) reduce the regulatory burden for companies; and (iii) safeguard shareholders’ interests. This article summarises some of the key proposed amendments.
Proposed Amendments to the CA
Preventing misuse of companies for unlawful purposes
| CA Provision | Current CA Position | Proposed Amendments |
| Section 154 (Disqualification of directors) | A person is disqualified from acting as a director if he/she is:
| Expanded to include convictions under certain offences relating to drug dealing and criminal conduct. |
| Sections 344 (Power of the Registrar to strike defunct company off register) | A company has 30 days to respond to a letter of reasonable cause from the Registrar (“Registrar”) where the Registrar states it believes that the company is defunct and indicates its intent to strike off the company. | Reduction of the time period from 30 days to 15 days. |
| Company is dissolved upon publication of the notice in the Gazette. | Company is dissolved at the date and time the Registrar strikes off its name. The Gazette notice will only be published after the company has been struck off. | |
| Section 344A (Striking off on application by company) | A notice will be published in the Gazette with the intent to strike the company’s name off the register if no cause is shown within 30 days after the date of the notice from the Registrar to the company. | The Gazette publication and the Registrar’s notice to the company are concurrent. |
| If no cause is shown, the Registrar strikes off the company and publishes notice in the Gazette. The company is dissolved upon the Gazette publication. | If no cause is shown, the Registrar strikes off the company first and dissolution occurs at the date and time of striking off. Gazette notice is published after striking off. | |
| Section 344E (Registrar’s decision on application for administrative restoration) | Silent on the grounds on which the Registrar can reject an application for administrative restoration. | Introduction of provisions whereby the Registrar must reject an application for administrative restoration of a company’s name if there is reason to believe that the restored entity may be used for unlawful purposes, could harm public peace or welfare, or if restoration would be contrary to national security or the public interest. |
Reducing regulatory burden for companies
| CA Provision | Current CA Position | Proposed Amendments |
| Section 171 (Company secretary) | If the company has a sole director, he/she must not also be appointed as the company secretary.
| A company’s sole director can also act as its secretary, provided that such individual has the requisite knowledge and experience to discharge the functions of a company secretary (and where the company is a public company, such person must also satisfy such requirements relating to experience, professional and academic requirements and membership of professional associations, as may be prescribed). |
| Section 174 (Statutory meeting and statutory report) | A public company limited by shares must hold a statutory meeting within a period of not less than one (1) month and not more than three (3) months after the date on which it is entitled to commence business. At least seven (7) days prior to the statutory meeting, the directors must forward a statutory report to every member of the company. | Proposed deletion of this statutory obligation. |
| Sections 142(1), 370(1), 396A (Registered office and company records) | Company’s registered office must be open and accessible to the public for not less than three (3) hours during ordinary business hours on each business day. | Proposed deletion of these statutory obligations. |
| Foreign company’s registered office must be open and accessible to the public for not less than five (5) hours between 9am and 5pm of each business day. | ||
| Company records which are required to be available for inspection under the CA must be available for inspection at the place where it is kept during the hours in which the registered office of the company is accessible to the public. | Company records which are required to be available for inspection under the CA must be available for inspection at the place where it is kept for two (2) or more hours between 9am and 6pm of each business day. |
Safeguarding shareholders’ interests
| CA Provision | Current CA Position | Proposed Amendments |
| Section 74 (Approval requirements for variation and abrogation of class rights) | Based on the threshold specified in the company’s constitution. The CA does not specify applicable threshold where the constitution is silent.
| Clarifies that where the constitution is silent, the approval of 75% of shareholders of the relevant class of shares is required. |
| Section 76D (Authority for selective off-market purchases) | A special resolution (with no votes / excluding the votes from the selling shareholder or their associates) is required for:
| Current CA position applies plus if the shares belong to a specific class of shares, the consent of at least 75% of shareholders of that class (excluding votes from the selling shareholder and its associated persons) is required. |
| Section 215 (Compulsory Acquisition) | The following are disregarded when determining whether the requisite 90% majority approval has been obtained for a compulsory acquisition:
| Introduction of an exception to (a) whereby the calculation of the 90% approval threshold includes shares issued after the offer date to the extent such shares were issued pursuant to convertible securities that were granted / issued on or before the offer date. |
Other amendments to note
| CA Provision | Current CA Position | Proposed Amendments |
| Section 173A (Notification requirements) | A company must notify the Registrar of Companies within 14 days of:
| Expanded to include:
|
Concluding Remarks
The proposed amendments to the Companies Act mark a further evolution in Singapore’s company law, building on recent reforms to the nominee register requirements to promote greater corporate transparency. The following key observations highlight some practical implications of these proposed changes:
- Enhanced Transparency and Accountability: The broadened grounds for director disqualification reflect a clear regulatory focus on transparency and accountability. Companies will need to ensure their internal compliance and monitoring processes identify the circumstances where a person has ceased to be qualified to act as a director in a timely manner.
- Reduced Risk of Illicit Activities: The accelerated striking-off timelines help to reduce the risk of corporate vehicles being misused for illicit purposes. By requiring companies to respond to striking-off notifications within shorter response periods, there is less opportunity for such entities to be exploited for unlawful activities.
- Reduced Administrative Burden with Heightened Compliance Expectations: The removal of the ‘initial’ statutory meeting requirement for public companies and alleviating aspects of company secretary, registered office and company record-keeping requirements help reduce certain less critical administrative measures.
- Greater Certainty in Corporate Actions: The codification and clarification of approval thresholds for variations of share class rights and selective off-market share purchases will provide greater certainty for companies to satisfy these safeguards for shareholders’ interests, particularly those with complex shareholding structures with different shareholding classes.
While it remains to be seen whether all the proposed amendments will be enacted, companies should begin assessing the potential impact of these changes on their operations. A proactive review of governance and compliance frameworks will not only mitigate compliance risks but also enable companies to benefit from the increased clarity and efficiency that the amended CA is intended to provide.
A copy of the draft bill can be found at the following link: Annex A - Draft Corporate and Accounting Laws (Amendment) Bill.pdf.
The information provided above does not, and is not intended to, constitute legal advice pertaining to the draft bill; information, content, and materials stipulated above is based on our reading of the draft bill and are for general informational purposes only.
