Raising The Bar - Enhancements to Singapore’s Corporate Governance and Regulatory Framework in 2026
The Corporate and Accounting Laws (Amendment) Bill 2025 was passed on 5 November 2025 and amends the Companies Act 1967, Limited Liability Partnerships Act 2005, Accountants Act 2004 and related legislation administered by the Accounting and Corporate Regulatory Authority (ACRA) and the Ministry of Finance (MOF). Most changes are expected to be effective April 2026.
Key amendments
Selective share repurchases
Where a company conducts a selective off‑market share purchase (not via an equal access scheme), there is currently a requirement for a special resolution with at least 75% approval by all voting shareholders, excluding the selling shareholders (Tier 1). The amendment introduces a new Tier 2 approval for companies with multiple share classes – at least 75% consent from shareholders in the affected class whose shares are not being acquired, again excluding the selling shareholders. Companies can obtain written consent from affected shareholders, and do not need to convene a separate class meeting.
Increased director liability risks
Section 157 of the Companies Act 1967, which requires directors to act honestly and with reasonable diligence in the best interests of the company, will now, if breached, carry a maximum fine of SGD 20,000 instead of SGD 5,000. There is no change to the maximum imprisonment term of 12 months.
Public accountants: named sign‑offs
A new section 59A of the Accountants Act 2004 will require audit reports to identify the individual public accountant who is primarily responsible for the audit engagement, not just the accounting entity.
Prevent misuse of companies and limited liability partnerships (LLPs)
To close a potential loophole, the registrar and the Singapore courts will be expressly required to refuse restoration of struck‑off companies, foreign companies and LLPs if there is reason to believe the entity is likely to be used for unlawful purposes, prejudicial to public peace, welfare or good order, or contrary to national security or interests, aligning with existing criteria for refusal of initial registration and grounds for winding up under the Insolvency, Restructuring and Dissolution Act 2018.
Reduced compliance burden re: registered office hours
Given modern business practices, the requirement that a company’s registered office be open to the public for at least 3 hours each business day will be abolished, but companies will be required to provide at least 2 hours of inspection time per business day if persons entitled to inspect company records request to do so with reasonable notice. However, service of documents at the company’s registered office may continue to be done by leaving documents at or sending documents by registered post to the registered office of the company, without requiring the registered office to be physically open.
Next steps
All companies
Will gain flexibility regarding operating hours, but may wish to ensure access procedures and update front-end communications e.g. websites to indicate how inspection requests may be made.
Companies with multiple share classes planning share repurchase exercise(s)
May wish to review the transaction timetable and consider whether dissenting shareholders could capitalise on the new approval tiers.
Directors/ Boards
May wish to arrange for training regarding Singapore-specific duties and the new penalty framework, as well as review board protocols, with particular emphasis on related party transactions, conflicts of interest, delegation decisions and documentation.
Directors/ Boards/ Audit Committees
May wish to review criteria for the appointment and rotation of engagement partners.
If you would like to understand how the changes may impact your business, please get in touch.