Overview
The Corporate and Accounting Laws (Amendment) Act 2025 introduces targeted updates to Singapore’s Companies Act, with the first phase taking effect from 6 May 2026. The amendments focus on strengthening shareholder protection, reducing legacy compliance burdens and reinforcing accountability at the board and senior management level.
While the core principles of the Companies Act remain unchanged, these refinements introduce clearer expectations around decision-making, documentation, and oversight—particularly in areas such as shareholder transactions, audit accountability, and corporate governance.
Key changes taking effect on 6 May 2026:
- Two-tier approval for selective share buy-backs
- Higher penalties for breach of directors’ duties
- Disqualification of directors convicted of money-laundering offences
- Identification of audit engagement partner
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Current Position |
Proposed Changes (Revised) |
Rationale |
| SAFEGUARDING OF SHAREHOLDERS' INTERESTS |
| 1. Variation of Class Rights [Section 74 Companies Act 1967 ("CA")] |
If the rights of a class of shares are varied or abrogated in a company with different classes of shares, the holders of at least 5% of the total number of issued shares of that class may apply to the court to cancel the variation or abrogation.
However, the CA does not specify the shareholders' approval threshold required to vary or abrogate the class rights. This is left to the company to specify in its constitution.
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Amend section 74 of the CA to mandate that a variation or abrogation of class rights must be approved by at least 75% of the class-rights holders, unless the constitution of the company states otherwise.
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Retain the 5% threshold that applies to the right to apply to court to cancel a variation or abrogation of class rights pursuant to section 74(1) of the CA.
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The change provides clarity on the shareholders' approval threshold required to vary or abrogate class rights.
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By introducing a carve-out ('unless the constitution of the company specifies otherwise'), the amendment enables companies to decide on the appropriate threshold at which certain class rights can be varied.
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| 2. Selective Share Buybacks within Class of Shares (Section 76D CA) |
A company may make a selective off-market purchase, if it is made in accordance with an agreement authorised by a special resolution, with no votes being cast by any person whose shares are proposed to be purchased or acquired or by his or her associated persons ('target'). |
Implement a two-tiered approval where not all shares of a specific class are purchased:
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Tier 1: Consent of at least 75% of the shareholders of that class, excluding any person whose shares are proposed to be purchased or acquired and the person's associated persons
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Tier 2: A special resolution of the company, with no votes cast by any person whose shares are proposed to be purchased or acquired or by the person's associated persons.
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The change better safeguards the rights of shareholders by ensuring voting rights are not diluted where a company selectively purchases only some shares within a class, potentially disadvantaging non-selling shareholders who are not offered the same opportunity to sell. |
| 3. Compulsory Acquisition Threshold |
An offeror can serve a notice of compulsory acquisition on dissenting shareholders within two months after 90% of the shareholders approve the offer to acquire all the shares of the company. The computation of the 90% threshold excludes any new shares issued after the offer date, meaning holders of options or convertible securities (even if issued before the offer) are not counted. |
Shares issued after the offer date from the exercise of existing options or convertible securities are counted in the computation of the 90% threshold. This effectively enables holders of options or convertible securities to exercise their conversion rights before the compulsory acquisition notice, ensuring their converted shares are counted towards the 90% threshold. |
The change will increase protection for holders of options and convertible securities, enabling them to express their support or opposition to the offer. |
| EASING THE REGULATORY BURDEN FOR COMPANIES |
| 4. Lodgement of Statement in lieu of Prospectus |
A statement in lieu of prospectus is required to be filed with the Registrar under certain circumstances such as upon conversion from a private to public company. |
Remove the requirement to lodge a statement in lieu of prospectus under the circumstances prescribed in the CA. |
This reduces regulatory burden and duplicative reporting as the information required in a statement in lieu of prospectus is already covered by the prospectus requirements under the Securities and Futures Act 2001 for public companies. |
| 5. Requirements for Public Limited Companies Regarding Statutory Meetings and Statutory Reports |
A public company limited by shares is required to hold a statutory meeting within a period of not less than one month and not more than three months after the date on which it is entitled to commence business.
The directors are required to circulate a statutory report to the members at least seven days before the statutory meeting.
The directors are required to circulate a statutory report to the members at least seven days before the statutory meeting.
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Remove the requirements for holding of statutory meeting and preparation of statutory report. |
This provides greater flexibility and reduces regulatory burden on public limited companies without undermining shareholders’ rights. |
| 6. Registered Office to be opened and accessible to public for specified duration |
A company's registered office is required to be opened and accessible to the public for not less than three hours during ordinary business hours on each business day.
Similar requirements apply to foreign companies.
Any company record which is required to be available for inspection must be available for inspection during the hours in which the registered office of the company is accessible to the public.
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Remove the requirement for a company's registered office to be open and accessible to the public for not less than three hours during ordinary business hours on each business day, and other related requirements.
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Allow companies to specify inspection hours for company records.
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Require a reasonable notice period to be given for inspections, subject to specified exceptions for inspections by authorities such as the Minister or the Registrar.
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The changes provide companies the flexibility to determine their registered offices' opening hours while preserving the rights of persons entitled to inspect company records or serve documents. |
| PREVENTING MISUSE OF COMPANIES |
| 7. Striking-off Regime |
Under the current striking-off regime, the Registrar shall publish the Gazette notice 30 days after the letter is sent to the company. This 30-day period allows the company to lodge objections to the striking off. If the Registrar does not receive an objection after 30 days, a Gazette notice can be published to give the public (e.g. creditors) 60 days to object to any striking-off application. |
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For striking-off initiated by the Registrar, the notice period shall be reduced from the current 30 days to 15 days.
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For voluntary striking off, the Registrar is empowered to publish the Gazette notice as early as the next day after the letter is sent, regardless of the mode of delivery.
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This change streamlines the striking-off process without changing the statutory 60-day objection period, thereby reducing the opportunities for inactive companies to be misused for illicit purposes. |
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New: Empower the Registrar not to restore a struck-off company where:
(i) the company is likely to be used for an unlawful purpose.
(ii) restoration would be contrary to national security or the national interest.
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This provision strengthens safeguards against corporate misuse by empowering the Registrar to refuse restoration of companies where such restoration may faciliate unlawful activities or compromise national interests. |
| STRENGTHENING OF REGULATORY FRAMEWORK AND ENHANCING ACCOUNTABILITY |
| 8. Heavier penalties |
Maximum fine of $5,000 for breach of directors' duties. |
Increase maximum fine from $5,000 to $20,000 or imprisonment for up to 12 months, or both. |
This change emphasizes and elevates directors' responsibility to exercise greater care, diligence and oversight in the company’s affairs. |
| 9. Disqualification of director |
New: Disqualification of individuals convicted of money-laundering offences from acting as directors or taking part in the management of a company. |
This provision strengthens Singapore's anti-money laundering safeguards by barring individuals convicted of serious financial crimes from directing or managing companies. |
| 10. Accountability in auditing |
New: Require the public accountant who is primarily responsible for an audit engagement to be identified in the audit report. |
This provision promotes greater transparency and accountability in the audit engagement. |
What Directors Should Expect from the 6th May 2026 Changes
The first phase of amendments taking effect from 6 May 2026 places clearer responsibility on directors for oversight, transparency and governance outcomes.
Key measures include:
- Heavier penalties for breaches of directors’ duties
- Automatic disqualification of individuals convicted of serious financial crimes from acting as directors
- Greater transparency in audit accountability through named engagement partners
- Stronger shareholder protections for selective share buy-back arrangements
Collectively, these changes reinforce the expectation that directors play an active role in overseeing company affairs, with greater transparency and clearer attribution of responsibility. Decision-making—particularly in shareholder and financial matters—must now be supported by clearer rationale, approvals, and records, as enforcement consequences are more significant than before.
Looking Ahead: Preparing for Further Regulatory Developments
Beyond the changes taking effect from 6 May 2026, the remaining amendments signal a continued shift towards clearer rules, stronger safeguards and more efficient compliance processes.
Upcoming changes include the introduction of defined approval thresholds for variation of class rights, expanded takeover calculations to include options and convertible instruments and the removal of legacy requirements such as statutory meetings and fixed registered office access hours. At the same time, enhanced enforcement measures include tighter strike-off timelines and greater scrutiny over the restoration of struck-off companies which indicate a more risk-based approach to regulation.
While these changes may not take immediate effect, they highlight areas that companies should begin reviewing early. This includes ensuring that shareholder approval processes are aligned with updated thresholds, reassessing the purpose and management of dormant entities and strengthening internal governance frameworks to support greater regulatory scrutiny.
Taken together, the amendments point towards a more structured and accountable corporate environment. Boards that proactively review these areas ahead of implementation will be better positioned to respond confidently to evolving regulatory expectations.
Directors and management teams should assess their governance frameworks, shareholder approval processes, and documentation standards to ensure they remain aligned with the updated Companies Act requirements and heightened expectations around accountability and oversight.
How CorpServe Can Help
As advisors to Boards and Shareholders, CorpServe supports companies in translating regulatory changes into practical governance actions ranging from reviewing shareholder approval processes and board decision records to strengthening oversight frameworks. This helps boards meet evolving regulatory expectations with confidence, consistency and defensible governance outcomes.
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