Higher director fines — and what else changed on 6 May 2026

The first group of provisions in the Corporate and Accounting Laws (Amendment) Act 2025 took effect on 6 May 2026. The Act was passed on 5 November 2025 and assented to on 25 November 2025. These are changes to live law, not proposals awaiting approval.

Much of the wider Act is directed at public companies, variable capital companies, limited liability partnerships and public accountants. For an ordinary private company, the useful way to read the commencement is narrower: four changes may reach the company or its directors now, while one widely reported piece of registered-office relief has not started.

Four changes that may reach a private company

1. The penalty attached to directors' duties is higher

The maximum fine under s157(3)(b) has risen from $5,000 to $20,000. A person convicted may instead be imprisoned for up to 12 months, or receive both the fine and imprisonment.

The underlying duties have not been restated by this amendment. s157(1) requires a director to act honestly and use reasonable diligence, while s157(2) prohibits an officer or agent from improperly using information obtained through that position. Clause 58 changes the consequence attached to an offence under the section.

For an owner-director, informal decision-making is no shield. Keep a record of material decisions, the information considered and any conflict disclosed. The guide to directors' duties and company money explains the underlying boundary.

2. Certain money-laundering convictions now disqualify a director

Clause 56 adds a new ground to s154(1)(a). It covers conviction for specified money-laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992.

The timing qualification matters: this ground applies only where the conviction is on or after 6 May 2026. It does not operate retrospectively on an earlier conviction. A company reviewing a director's eligibility should therefore check both the precise offence and the conviction date, rather than treating every historic matter alike.

3. Some selective off-market buy-backs need class consent first

The amended s76D adds a step where shares in a selective off-market purchase belong to a particular class but are not all the shares in that class. Before the company passes the required special resolution, it must obtain consent from holders of at least 75% of that class, excluding the person whose shares are to be bought and that person's associated persons.

This can matter in a negotiated exit for a founder, investor or other departing shareholder. The company should identify the class, determine whether the proposed purchase covers the whole class, work out who is excluded from the consent, and complete the class-consent step before the special resolution. A transaction timetable that assumes one shareholder approval stage may now be incomplete.

Where the shares arose from an investment round, the cap table, constitution and transaction documents should be reviewed together. The VIMA funding-round compliance guide covers the records that commonly follow a priced round.

4. Class rights now have a statutory fallback where the constitution is silent

The replacement s74(1) first follows the constitution: rights attached to a class may be varied or removed using the holder consent or separate class-meeting threshold that the constitution specifies. If the constitution specifies neither, holders of at least 75% of the total shares in that class must approve the change by resolution.

This fallback is particularly relevant to a company that issued preference shares in a priced round but has a constitution that does not set out the relevant approval route. Silence no longer leaves the statutory process unclear.

There is also a minority safeguard with immediate commercial effect. Under s74(1AA), holders of at least 5% of the class may apply to court to cancel the variation or removal. If they apply, s74(1AB) prevents the change from taking effect unless and until the court confirms it. A company should therefore avoid closing a transaction on the assumption that approval makes the changed rights immediately effective.

Audit reports must identify the lead public accountant

ACRA's commencement announcement says an audit report must identify by name the public accountant primarily responsible for the audit engagement. This matters only if the company is audited. A company that qualifies for exemption can use the guide to the small-company audit exemption to understand that separate question.

For an audited company, management and the audit firm should ensure the responsible public accountant is named in the issued report.

One reported change has not commenced

Keep three questions separate here: what the rule is today, what will replace it, and when. Only the first is settled.

The rule today

Two obligations are in force, with two different hour thresholds doing two different jobs.

Opening hours — three hours. Under s142(1) a company must, from incorporation, keep a registered office in Singapore that is open and accessible to the public for not less than three hours during ordinary business hours on each business day. Falling short is an offence under s142(2): a fine of up to $5,000 and a default penalty.

Telling ACRA those hours — five hours. s143(1) requires notice to the Registrar of the office's situation and the days and hours it is open — lodged at incorporation, and again within 14 days of any change. That notice of days and hours is not required if the office is open for at least five hours during ordinary business hours on each business day.

So three hours is the legal minimum you must actually be open. Five hours is the point at which you no longer have to declare your hours to ACRA or keep that declaration current. A company open three or four hours a day is compliant but carries the filing duty; a company open five or more sheds it.

What will replace it

When the outstanding provisions commence, the position becomes materially simpler:

	Today	Once clauses 52 and 53 commence
Minimum hours open to the public	At least 3 hours each business day	No requirement at all
Declaring your opening hours to ACRA	Required, unless open 5+ hours a day	Abolished
Notifying a change of registered address	Within 14 days	Within 14 days (unchanged)

Clause 52 deletes the public-access wording from s142(1) outright — it does not reduce the three hours to some smaller number. Clause 53 replaces s143 entirely, retitling it "Change of situation of registered office" and narrowing it to a single duty: lodge notice of a change of address within 14 days, on the same $5,000-and-default-penalty footing. The concept of declared office hours disappears from the Act.

When

No date has been announced. The Act commences on dates the Minister appoints by notification in the Gazette, and the 6 May 2026 tranche did not include clauses 52 or 53 — the consolidated Companies Act marked as in force from that date still carries the three-hour requirement and the old "Office hours" s143 word for word.

Until a further notification appears, keep the current arrangement: at least three hours a day, and your declared hours filed and current unless you are open five or more. If the address itself changes, follow the process in the guide to changing a registered address.

What to check now

Directors should update any internal guidance that still shows the former fine, and eligibility checks should distinguish convictions before and after commencement. Companies planning a selective buy-back or a change to preference-share rights should review the constitution, share classes, excluded voters and approval sequence before documents are signed. Audited companies should check the engagement partner's name appears in the report.

Routine governance still matters alongside these targeted changes. For example, the rules on whether a private company can skip a meeting remain a separate issue, covered in the guide to dispensing with an AGM. The key is to apply the provisions that actually commenced, while continuing to comply with the registered-office rule that remains in force.