INTRODUCTION
Singapore recently introduced legislative reforms aimed at reinforcing its competitiveness as a leading business and financial centre in Asia. The Corporate and Accounting Laws (Amendment) Act 2025 (the “Amendment Act”) introduces amendments to the corporate regulatory framework, including changes affecting director accountability, shareholder protection, regulatory enforcement and administrative efficiency. The amendments are being brought into force in phases, with the first tranche commencing on 6 May 2026.
SINGAPORE: REFINING CORPORATE REGULATORY FRAMEWORK
The Amendment Act forms part of the ongoing review by the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”) and aims to: (i) strengthen safeguards against the misuse of companies for unlawful purposes, (ii) safeguard shareholders' interests, (iii) enhance the regulatory framework for companies, (iv) reduce unnecessary regulatory burden, and (v) strengthen the regulatory regime for public accountants.
The first tranche of changes came into force on 6 May 2026 and includes heavier penalties for directors, expanded director disqualification for specified money laundering offences, enhanced audit-report accountability, a new approval process for selective off-market share buybacks, and changes intended to reduce regulatory burden, including the removal of minimum registered-office opening hours requirements. We cover each of these below.
A. Deterrence increased through stronger penalties
The Amendment Act introduces several amendments designed to strengthen compliance with the Companies Act and reinforce ACRA's enforcement powers by:
- increasing the maximum fines for specified offences committed under the Companies Act by directors and other officers;
- expanding the director disqualification regime to include convictions for specified money laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992;
- strengthening ACRA's ability to take regulatory action against persons who fail to comply with their statutory obligations; and
- introducing related amendments aimed at reducing opportunities for companies to be misused for unlawful purposes.
While the amendments do not rewrite the fundamental framework of directors’ fiduciary or statutory duties, they reinforce existing obligations by strengthening the consequences of non-compliance.
B. Approval framework adjusted for selective off-market share buybacks
Prior to the Amendment Act changes, a selective off-market buyback required the approval of at least 75% of the shareholders of the company, excluding the selling shareholder(s) (and their associate(s)) who were prohibited from voting. Under the amended framework, where the shares subject to the selective off-market acquisition belong to a particular class and do not constitute all the shares in that class, the company must also obtain consent from at least 75% of the holders of that class, excluding the selling shareholder(s) (and their associate(s)), before the relevant special resolution is passed.
The introduction of the additional approval threshold reflects Parliament’s recognition that selective share buybacks warrant greater scrutiny than that applied to ordinary buyback transactions because of their potential to affect the relative interests of shareholders. The new framework is intended to give affected class holders a greater say in transactions that may alter their relative rights or economic position.
C. Other relevant amendments
While the governance and share class protection reforms are likely to attract the greatest attention, the Amendment Act implements a broader package of changes. These include amendments to ACRA’s information-gathering powers and information-sharing arrangements with foreign audit regulators, reforms to the registration, renewal, oversight and disciplinary framework for public accountants and accounting entities, changes to company registers and public access provisions, updates to annual general meeting provisions, and financial reporting provisions, amendments relating to restoration of companies and foreign companies to the register, changes to registers of registrable controllers, and related amendments affecting LLPs, limited partnerships and variable capital companies.
One of the most notable of these changes is the requirement for audit reports to identify the public accountant primarily responsible for the audit engagement by name. This is intended to encourage greater personal accountability for public accountants and greater transparency in the auditing profession, particularly in cases where audit reports were previously signed off by accounting entities without identifying the individual public accountant responsible for the engagement.
WHAT THIS MEANS FOR BUSINESSES
Businesses should treat these developments as part of the continuing evolution of corporate and investment regulation in Singapore. Boards and company secretaries should review governance procedures, compliance calendars and internal controls in light of the enhanced enforcement framework. Companies considering selective off-market share buybacks should assess the new approval requirements early in the transaction timetable and ensure that shareholder communications clearly explain the rationale and expected impact of the proposed buyback.
Please contact any of the team members for further advice.
