Tax Reflection by Tony on | Singapore | ACRA changes in 2026

ACRA in 2026: Key Changes Under the Corporate and Accounting Laws (Amendment) Act 2025

What changed on 6 May and 20 October 2026 for directors, company secretaries, corporate service providers and auditors

This article reflects the law and published guidance as at 11 November 2026.

(Publication 47/2026)

Photo by Cht Gsml on Unsplash

Introduction

Singapore’s Corporate and Accounting Laws (Amendment) Act 2025 is now largely in force. It took effect in two tranches, on 6 May 2026 and 20 October 2026, through two commencement notifications, and the Accounting and Corporate Regulatory Authority (ACRA) announced each in advance. A few amendments to the Variable Capital Companies Act 2018 are not yet in force.

Directors face higher penalties and wider disqualification rules, and shareholders have more say in selective share buybacks. Auditors must now put their own names on audit reports. Company secretaries and Corporate Service Providers (CSPs) have several new steps to follow, mainly around the annual return.

Background: how the Act came about

The Act came out of a regular review by the Ministry of Finance (MOF) and ACRA of the laws that ACRA administers. MOF and ACRA consulted on a draft Bill from 14 to 31 July 2025 and published their responses on 9 October 2025. Parliament gave the Bill its first reading on 14 October 2025 and passed it on 5 November 2025. The President assented on 25 November 2025. The Act was first published in the Government Gazette on 3 December 2025 as Act 24 of 2025.

The Act amends the Companies Act 1967 (CA 1967), the Accountants Act 2004 (AA 2004) and the Limited Liability Partnerships Act 2005. It also amends the ACRA Act 2004, the Insolvency, Restructuring and Dissolution Act 2018, the Limited Partnerships Act 2008 and the Variable Capital Companies Act 2018. A few other Acts also change as a result. They include the Exchanges (Demutualisation and Merger) Act 1999 and the Securities and Futures Act 2001.

ACRA has stated five aims for the amendments:

• tightening the rules against the misuse of companies for unlawful purposes;
• safeguarding shareholders’ interests;
• strengthening the regulatory framework for companies;
• reducing the regulatory burden on companies; and
• enhancing the regulatory regime for public accountants.

One proposal from the consultation did not go ahead. The draft Bill would have let a sole director also act as company secretary, to save small companies the cost of an outside secretary. Some respondents welcomed the saving, while others were concerned about governance. The final Act left the proposal out, so a sole director still cannot be the company secretary. ACRA has said it will review the idea further and may consider it for a future Bill.

The first tranche: changes in force from 6 May 2026

The first tranche is about accountability. ACRA announced it on 16 April 2026.

1. Heavier penalties for directors’ breaches of duty

Section 157 of CA 1967 requires directors to act honestly and use reasonable diligence. The maximum fine is now S$20,000, up from S$5,000. A convicted director may also be imprisoned for up to 12 months, or face both the fine and imprisonment.

2. Wider grounds for disqualifying directors

A person convicted of certain money laundering offences is now disqualified from acting as a director. The offences are those in sections 50, 51, 53, 54, 55 and 55A of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 (CDSA). The rule applies to convictions on or after 6 May 2026.

Form 45, the consent to act as a director, was revised from the same date. A proposed director now declares, among other things, that:

• they have no conviction for the CDSA offences above;
• they are not disqualified under the wider provisions, including those linked to Variable Capital Companies (VCCs); and
• they understand their obligations under CA 1967, and the company will be used only for legitimate business purposes. The declaration names money laundering, fraud and scams as examples of unlawful use.

3. Two approvals for selective share buybacks

A company may buy back shares from only some of its shareholders through a selective off-market purchase. Until May, this needed a special resolution passed by 75% of the shareholders, leaving out those selling.

The company now needs a second approval as well. Section 76D(2A) of CA 1967 reads:

“Where the shares that are the subject of a selective off-market purchase mentioned in subsection (2) belong to a particular class of shares and do not constitute all the shares in that class, the company must, before passing the special resolution mentioned in that subsection, obtain the consent of at least 75% of the holders of the shares of that class (but excluding any person whose shares are proposed to be purchased or acquired and the person’s associated persons) to the terms of the agreement for the selective off-market purchase.”

In short, at least 75% of the holders of shares in that class must agree to the terms of the purchase agreement before the special resolution is passed. The sellers and their associated persons are not counted. Section 76D(12B) confirms that this consent may be given by a resolution passed at a meeting of those holders, although other forms of consent are not ruled out. No class consent is needed where the company is buying all the shares in the class.

ACRA explains that buying only some shares in a class may be unfair to the holders who are not selling. The second approval gives them a larger say.

4. Audit reports must name the responsible auditor

Audit reports must now state the full name of the public accountant responsible for the audit. The rule sits in a new section 59A of AA 2004.

For listed entities, this is not new. Singapore Standard on Auditing (SSA) 700 (Revised) already requires the engagement partner to be named in the auditor’s report on a listed entity’s financial statements. The only exception is the rare case where naming the partner could lead to a significant personal security threat. For other companies, reports were usually signed in the firm’s name only, and the individual could be found only in ACRA’s register of auditors on Bizfile. Section 59A now makes naming a legal requirement for these audits too.

The rule applies to every auditor’s report issued on or after 6 May 2026, whatever financial year it covers and whenever the work was done. A breach is an offence carrying a fine of up to S$1,000.

The second tranche: changes from 20 October 2026

The second tranche started on 20 October 2026. It is mainly about accurate records and less paperwork. ACRA published the details on 6 October 2026 and wrote to CSPs on 13 October 2026, asking them to review their filing workflows, client checklists and advisory materials.

1. Annual returns now confirm the company’s particulars

When a company files its annual return, it must confirm that the particulars it last gave ACRA through Bizfile are accurate. This covers its directors, Chief Executive Officer (CEO), secretaries, auditors and relevant members. The particulars include names, identification details, nationality, contact address, appointment dates, registered office address and shareholdings, where they apply.

The annual return also asks whether anyone is performing the role of CEO. If the answer is yes, that person must appear as a position holder. If they do not, the filer must first add them using the Bizfile eService “Appoint/Withdraw position holder” and then continue with the return.

For a company limited by guarantee, the filer must also confirm that the total number of members last reported to ACRA is correct.

An out-of-date Bizfile record can now hold up the annual return, so it is worth fixing before the filing date.

2. Obsolete filing requirements removed

Two old requirements have gone. Companies no longer file a statement in lieu of prospectus in the cases CA 1967 used to prescribe. Public companies with a share capital no longer hold a statutory meeting or prepare a statutory report.

Public companies must still hold their annual general meetings. Listed companies must also continue to follow the SGX Mainboard or Catalist Rules.

3. Registered office hours relaxed, inspection rights kept

A registered office no longer has to be open to the public for at least three hours on each business day. Companies may now set their own opening hours.

Inspection rights are protected in a different way. A person entitled to inspect company records must give the company reasonable notice. The company must then make the records available for at least two hours between 9 am and 6 pm on each relevant business day. A change of registered office address must still be filed within 14 days.

4. Company secretaries must be appointed by the directors

This change took effect on 20 October 2026. Under the amended CA 1967, a company must ensure every company secretary is appointed by its directors. CSPs may wish to obtain the directors’ approval before lodging the appointment.

5. Faster striking off and stricter restoration

Striking off has been shortened for companies, Limited Liability Partnerships (LLPs), VCCs and VCC sub-funds.

• Voluntary striking off: once ACRA accepts an application, it sends its notice to the company and may publish the Gazette notice as early as the same day. ACRA says this shortens the process by about 30 days.
• Striking off started by ACRA: the Gazette notice may be published 15 days after ACRA’s letter is sent, whatever the mode of delivery.
• Objection period: the public still has 60 days to object after the Gazette notice.

The law now fixes the exact moment of dissolution or restoration. It is the date and time at which ACRA strikes off or restores the name on the register. The Government Gazette then records the name, date and time.

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Restoring a struck-off entity is also harder where it may be misused. The court or ACRA must refuse to restore an entity that is likely to be used for an unlawful purpose. The same applies where it is likely to be used for purposes harmful to public peace, welfare or good order in Singapore. Restoration must also be refused if it would be against national security or interest. These grounds match those already used to refuse a new company’s registration and to wind up a company.

6. Public accountants and accounting firms

Public accountants may now renew their registration for one, two or three years instead of every year. The option is available from the 2027 renewal. ACRA accepts applications from 1 to 31 December 2026, and the fee for the whole period is paid upfront.

Public accounting corporations and accounting LLPs already had to hold Professional Indemnity Insurance (PII). That requirement now extends to accounting firms run as sole proprietorships or partnerships. For these firms, it applies from the first day of the firm’s first financial year after six months have passed from 20 October 2026, when the change came into force.

The minimum cover is the highest of:

• S$1 million;
• S$500,000 for each public accountant in the firm; or
• two and a half times the firm’s gross income in its last financial year, up to a maximum of S$50 million.

Other ACRA developments in 2026

The Act has drawn most of the attention, but ACRA has issued other guidance and consultations this year.

Private capital in accounting firms

Practice Direction №1 of 2026 on External Private Capital Arrangements in Accounting Entities came out on 6 April 2026. It responds to growing interest from private equity and other outside investors in buying stakes in accounting firms.

ACRA accepts that outside capital can pay for technology, acquisitions and new services. It also says such capital can create commercial pressure and conflicts of interest if not managed properly. The Practice Direction sets out ACRA’s expectations to protect audit quality, professional ethics and independence. ACRA also encourages firms to talk to it early.

Responsible use of AI in audits

Auditors who use Artificial Intelligence (AI) now have guidance of their own. Audit Practice Guidance №1 of 2026, issued on 2 October 2026, covers using AI responsibly. It gives auditors practical points on integrity, professional judgement, accountability, transparency, and data confidentiality and security when they bring AI into their work. It also includes real incidents and questions for reflection. I have written more broadly about the subject in AI Governance, Ethics and Trust in Singapore: A Guide for Professionals.

ACRA Code: using the work of an external expert

On 16 October 2026, ACRA amended its Code of Professional Conduct and Ethics for public accountants and accounting entities. The change adopts the International Ethics Standards Board for Accountants (IESBA) revisions on using the work of an external expert. ACRA’s announcement does not state an effective date; readers should check the amending order for it. I have written separately about professional ethics in tax practice in When “Technically Legal” Isn’t Enough: The Ethics of Tax in a Transparent World.

New BizFinx preparation tool

Version 4.0.1 of the BizFinx Prep Tool came out on 19 October 2026. The tool is used to prepare and file financial statements in eXtensible Business Reporting Language (XBRL) format. Filers must move to it by 30 November 2026. Two employee number fields are now optional, although ACRA encourages audit-exempt companies to keep filling them in. Some checks that were flagged as validation errors are now flagged only as possible errors.

Draft sustainability disclosure standards

On 27 July 2026, ACRA’s Interim Sustainability Standards Committee began consulting on the draft Singapore Sustainability Disclosure Standards. The consultation closed on 25 October 2026. The drafts follow the International Sustainability Standards Board (ISSB) Standards, adjusted for Singapore. There are two:

• draft Singapore Financial Reporting Standard (SFRS) S1, on general sustainability disclosures, which is proposed to be voluntary; and
• draft SFRS S2, on climate-related disclosures, which companies subject to mandatory climate reporting would apply.

For listed companies, the standards are proposed to apply from financial years beginning on or after 1 January 2028. Until then, they continue to report under their existing SGX Listing Rules obligations. For large non-listed companies, the proposed start is financial years beginning on or after 1 January 2030. Large non-listed companies are those with annual revenue of at least S$1 billion and total assets of at least S$500 million. The committee will now consider the feedback. Legislation is also needed before the final standards can be issued.

Reviewing financial statements for 2026

ACRA issued Financial Reporting Practice Guidance №1 of 2026 on 6 November 2026. It is written for directors, especially those on audit committees, who will review financial statements for financial year 2026 (FY2026). The guidance covers six areas. These are impairment, expected credit losses, fair value measurement, revenue recognition, provisions and going concern. For each area, it suggests questions to ask management and disclosures to check.

Reporting frameworks for societies and co-operative societies

On 2 November 2026, ACRA launched two consultations, run by its Accounting Standards Committee (ASC) jointly with the Registry of Societies and the Registry of Co-operative Societies. Both propose the Singapore Financial Reporting Standards as the single reporting framework for all societies and all co-operative societies.

Two exceptions are proposed. Societies with charity status may keep using the Charities Accounting Standard. Societies and co-operative societies already using the Singapore Financial Reporting Standards for Small Entities may continue until the ASC advises otherwise. Both consultations close on 31 December 2026. The effective date will be set afterwards, with at least two years’ notice.

Continued enforcement

ACRA continues to prosecute false filings. On 18 May 2026, an individual was fined S$108,000 in total for authorising false filings with the Registrar of Companies. The filings stated that a person had consented to be a director when he had not. The case shows that the person who authorises a filing is responsible for its accuracy, as well as the person who submits it.

A practical checklist

These points are general, but they may help you decide what to review.

Directors may want to look at:

• their understanding of directors’ duties, given the higher penalties;
• the revised Form 45 before accepting a directorship, including the declarations on money laundering and legitimate business use;
• the second, class-level approval when planning a selective share buyback;
• whether the next audit report names the responsible auditor; and
• the areas of focus in Financial Reporting Practice Guidance №1 of 2026 when reviewing FY2026 financial statements.

For company secretaries and CSPs, the points to consider are:

• updating director screening for the wider disqualification grounds;
• checking Bizfile records for directors, the CEO, secretaries, auditors and members before each annual return, and correcting any gaps first;
• confirming whether each client has a CEO and, if so, that the CEO is recorded as a position holder;
• obtaining the directors’ approval before lodging any company secretary appointment;
• removing references to statements in lieu of prospectus and statutory meetings from templates and checklists;
• reviewing registered office arrangements so that records can be produced, on reasonable notice, for at least two hours between 9 am and 6 pm on each relevant business day;
• explaining the shorter striking-off timetable and the stricter restoration tests to clients, and checking Bizfile for the exact date and time of any strike-off or restoration; and
• moving to BizFinx Prep Tool version 4.0.1 before 30 November 2026.

Public accountants and accounting firms may find these relevant:

• whether a one, two or three-year renewal is more convenient, before the renewal window of 1 to 31 December 2026;
• for sole proprietorships and partnerships, the financial year from which PII applies, so that cover is arranged in time;
• whether audit report templates name the responsible public accountant;
• Practice Direction №1 of 2026, and early contact with ACRA, where outside investment is being discussed; and
• the revised ACRA Code on using the work of an external expert and the guidance on using AI.

Societies and co-operative societies may wish to consider the proposed reporting frameworks and whether to respond before the consultations close on 31 December 2026.

What to check first

For most companies, the new rules will first be felt at the next annual return. Reading the company’s Bizfile record line by line before that date may save a stalled filing.

Did this article help you understand the changes and what you need to do next? Please share it with colleagues, associates or family members who may find it useful. If you spot an inaccuracy, have a question or would like to suggest a topic for a future article, please leave a comment below.

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Disclaimer: This write-up provides a general overview of ACRA’s 2026 changes under the Corporate and Accounting Laws (Amendment) Act 2025 and it is for informational and educational purposes only. It does not constitute tax, legal, or financial advice. Tax regulations are subject to regular amendments and individual circumstances vary. Readers should consult a qualified tax professional or advisor for guidance specific to their circumstances.