From 20 October, the rules that govern how Singapore companies report, hold meetings and close down shift again, and the changes reach well beyond the lawyers who usually follow them. Directors, company secretaries, accounting firms and anyone running a small private company will notice them at their next filing or renewal.
In this article, we will explore each change in turn, who is affected, what to update in BizFile, and a sensible order for getting your records and insurance in shape.
The Next Phase Arrives on 20 October
The Accounting and Corporate Regulatory Authority (ACRA) announced on 6 October that the next phase of the Corporate and Accounting Laws (Amendment) Act 2025 takes effect on 20 October 2026. The word “next” matters. This is described as a later stage of an amendment package, not a one-off overhaul, so some provisions will already be in force and others will follow. The announcement and the commentary that followed do not spell out the earlier stage, so this article sticks to what is stated for the 20 October date and does not try to reconstruct the rest.
What makes this round useful to follow is that it touches several quite different groups. A sole director of a small private company has an annual return to file. A company secretary at a corporate services firm may handle striking-off notices for dozens of clients. A partner at a small accounting practice has a licence renewal and an insurance policy to review. Each group will meet a different part of the law, and the changes are not all in the same direction: some add a duty to confirm information, some remove formalities that had little practical purpose, and some tighten how companies are removed from, or put back on, the register.
A practical way to read the rest of this article is to find your own role first. The sections on annual returns and the registered office apply to nearly every company. The section on public companies matters only to those limited by shares and open to the public. The sections on striking-off and restoration matter when a business is winding down or reviving a dormant entity, and the section on public accountants is for practices and the clients who rely on them. As always with company law, treat this as general information and check ACRA’s own pages for the exact wording that applies to your entity.
Annual Returns Now Ask Filers to Confirm More
The most widely felt change sits in the annual return. According to ACRA’s announcement, the person filing now confirms that the particulars ACRA holds about the company’s officers and key relationships are accurate. That covers directors, chief executive officers, secretaries, auditors and what the law calls relevant members. The details to be confirmed include names, identification details, nationality, contact address, appointment dates, the registered office address and, where it applies, shareholding.
What the Confirmation Means in Practice
Before, many filers treated the annual return as a form that ACRA already knew the answers to. They would click through, pay the fee and move on, trusting that earlier filings had been correct. The new confirmation changes the tone of that step. By submitting, the filer is vouching that the register matches reality. If a director moved flat two years ago and nobody lodged the change, or a secretary resigned and the paperwork stalled, the return is now the moment where the mismatch should surface.
This is why ACRA advises updating records in Bizfile before filing, not after. The sequence matters because a correction made first is a routine update, while a discovery made halfway through the return can leave the filer with a half-finished form and a deadline approaching. Anyone who files for a client should expect to ask the client for a fresh set of identification and address details rather than assuming last year’s file is current.
The New Question About the Chief Executive Role
The annual return eForm also gains a new question: whether any individual performs the role of chief executive officer. The wording is simple, but the answer needs thought in practice. Many small companies have no one with that title, and the founder simply runs everything as managing director. Others have a person who acts as the chief executive in all but name, perhaps a hired general manager who signs contracts and directs staff.
The announcement does not set out how ACRA expects borderline cases to be answered, so filers should read the guidance notes on the form itself and, if the position is unclear, ask their corporate secretary or lawyer. The safer habit is to decide the answer before opening the eForm, and to make sure the company’s own records agree with it. If the answer is yes, the individual’s details should already be on the register.
Companies Limited by Guarantee
Companies limited by guarantee, which are common among charities, clubs, associations and some professional bodies, get a different addition. They confirm the total number of members last given to ACRA. For a small association this is easy to answer. For an organisation with a rolling membership of hundreds, it means someone must keep a reliable count and be able to say what figure was last reported.
The practical tip is to make the membership register the single source for that number, updated whenever a member joins or leaves, and to note the date of the figure most recently submitted to ACRA. Committees that change every year often lose this thread, so it is worth putting the task in the secretary’s handover notes.
Fewer Formalities for Public Companies
Not every change adds work. ACRA’s announcement removes two requirements that applied to public companies limited by shares, and abolishes a third document in prescribed circumstances. They are small items in the daily life of most businesses, but they are worth knowing because older templates, checklists and professional engagement letters may still refer to them.
The Statement in Lieu of Prospectus
A prospectus is the formal offer document used when a company invites the public to subscribe for shares. Historically, a public company that did not issue one before allotting shares was expected to lodge a substitute, known as a statement in lieu of prospectus. Under the new phase, that statement is abolished in prescribed circumstances. The phrase “prescribed circumstances” is a signal that the abolition is not blanket, so a company contemplating an allotment should check which situations the regulations cover before dropping the document from its checklist.
For most private companies this will make no difference, since the statement was never part of their routine. For a company secretary who prepares incorporation packs for public companies, it removes a line from the standard list.
Statutory Meetings and Statutory Reports
The second change abolishes statutory meetings and statutory reports for public companies limited by shares. A statutory meeting was an early meeting of members after a public company was formed, supported by a report that told members about shares allotted, money received and the like. Many boards found it duplicative, because members receive annual accounts and can attend the annual general meeting anyway.
Removing it means a newly formed public company has one less meeting to schedule and one less report to prepare. It does not remove the need for ordinary governance. Directors should still keep minutes, hold the meetings the constitution and the Companies Act require, and give members the information the law expects. If a constitution refers to a statutory meeting by name, it may be tidied up at the next amendment, but there is no need to rush.
Registered Office Rules Lose the Fixed Opening Hours
Every company must have a registered office in Singapore, and for years the law set a minimum for how many hours a day it had to be open to the public. That minimum daily opening requirement is removed from 20 October. In a working world of hybrid teams, shared desks and virtual addresses, the old rule often did not match how businesses operate, and companies that used a corporate secretary’s address were in practice relying on someone else to keep the doors open.
The change is not a licence to be unreachable. Records must still be available for inspection on reasonable notice, for at least two hours on each relevant business day. That shifts the obligation from keeping a door open to being able to produce the statutory records when someone with a right to see them asks. A member who wants to inspect the register of members, for instance, should still be able to do so within a sensible period after asking.
The duty to keep ACRA informed also continues. Address changes must still be filed within 14 days. This is where small companies slip, above all after an office move or after switching to a different corporate service provider. Because the annual return now asks the filer to confirm the registered office address, a stale address can show up twice: once as a late filing and again as an inaccurate confirmation.
Directors who rent a serviced office or use a secretary’s address should read their service agreement. If the agreement promised a staffed counter during specified hours, the legal minimum may have gone but the contract still stands. The reverse also applies: if you have been paying for opening hours only to meet the old rule, it is reasonable to ask whether the service still suits your needs. Equally, a company that works from a home address should work out where records are kept and who will respond to an inspection request, since the two-hour availability duty applies wherever the office is.
Striking-Off and Restoration Follow New Timing
The changes to striking-off and restoration apply to companies, limited liability partnerships, variable capital companies and sub-funds of those fund vehicles. Taken together, they make the process faster in some respects and more controlled in others. For secretaries who manage clean-ups of dormant entities, this is the most operational part of the update.
Voluntary Striking-Off
When owners decide to close a business that has no remaining affairs, they can ask the Registrar to strike the entity off the register. Under the new rules, the Gazette notice for a voluntary striking-off can be published as early as the day the notice is sent. The conditions for applying remain a matter for ACRA’s rules, but the shorter gap between notice and publication tightens the timeline.
For applicants, the change means preparation should be finished before the notice goes out. Debts should be settled, bank accounts closed, employees dealt with and tax matters cleared with the relevant agencies. The faster publication leaves less slack to fix gaps after the notice, and an entity that is not in order may find that an objection or a refusal costs more time than careful preparation would have.
Registrar-Initiated Striking-Off
The Registrar can also act without being asked, typically when a company appears to be no longer carrying on business or has failed to meet its obligations. In this case, the Gazette notice is published 15 days after the letter is sent. For a company whose registered address is out of date, the letter may never reach anyone, and the 15 days can pass without a response.
That is another reason the registered office rules and the annual return confirmation sit well together. A company that wants to stay on the register should keep a working address, monitor the post and email linked to its ACRA records, and respond to any letter at once. A company that wants to be removed may find this route simpler, but a strike-off at the Registrar’s initiative is a different thing from a planned closure that the owners control.
The Moment of Dissolution or Restoration
An important technical change concerns timing. An entity is dissolved or restored on the date and time at which the Registrar strikes it off or restores it, and that moment is published in the Gazette. Until now, the effective point could be less precise. For lawyers, liquidators and counterparties, precision matters: a contract signed an hour before dissolution is not the same as one signed an hour after, and an entity restored at a certain time can resume dealing from that time.
Anyone who deals with a company that is close to being struck off, for example a landlord, supplier or lender, should check the Gazette and the register rather than relying on informal assurances. Companies themselves should avoid entering into new commitments once they have applied to be struck off.
Limits on Restoration
The final part is about when restoration must be refused. The Registrar must refuse if the entity is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order, or if restoration would be contrary to national security or national interest. This is a safeguard against revived shells being used for wrongdoing.
For ordinary businesses with a legitimate reason to come back, such as an owner who struck off a company by mistake and then found an unsettled contract, restoration should remain possible. But the application should explain clearly why the entity is needed and what it will do. Vague applications for old shells are the kind most likely to attract questions.
Public Accountants Face Longer Renewals and Wider Insurance Duties
The accounting profession gets two changes of its own. They affect public accountants who practise on their own account, partnerships, public accounting corporations and accounting limited liability partnerships. Clients of those practices will not need to do anything, but they may notice fee adjustments or ask about cover, so the basics are worth knowing.
Renewal Terms
A public accountant’s registration can now be renewed for one, two or three years instead of every year. The longer terms reduce the administrative load and, for some practitioners, the cost of repeated renewals. The choice is a real one, because a longer period is convenient but ties the practitioner in. Someone planning to retire, change career or move overseas within a year or two may prefer a shorter term, while a stable practice may favour three years for simplicity.
The sources reviewed do not say how fees are structured for each term, so practitioners should check ACRA’s renewal page before choosing. It is also sensible to diarise the new expiry date, since a registration that lapses unnoticed is a larger problem when it covers three years than when the cycle was annual.
Professional Indemnity Insurance Reaches Sole Proprietorships and Partnerships
Professional indemnity insurance requirements already applied to public accounting corporations and accounting limited liability partnerships. They now extend to sole proprietorships and partnerships. This closes a gap in which two firms of the same size could face different protections for clients depending purely on their legal form.
The amount required is the highest of three figures: S$1 million, S$500,000 per public accountant in the firm, or 2.5 times the firm’s gross income in its last financial year. The result is capped at S$50 million. Because the rule picks the highest of the three, small firms with low income will often land on one of the first two figures, while larger or fast-growing firms are more likely to be governed by the income-based test.
The following illustration uses invented round numbers to show how the test works. It is not a real firm and not a published example. Suppose a partnership has four public accountants and had gross income of S$1.2 million in its last financial year. The first figure is S$1 million. The second is S$500,000 multiplied by four, which is S$2 million. The third is 2.5 times S$1.2 million, which is S$3 million. The highest is S$3 million, so that is the amount the policy must meet, well under the S$50 million cap.
Two practical points follow. First, the figure moves with income and headcount, so a firm should recheck it each year and not assume last year’s policy still fits after a good year or a new hire. Second, a sole practitioner who has never held cover, or holds a smaller policy, should speak to an insurance broker early, because underwriting can take time. Whether the policy wording meets ACRA’s conditions, beyond the amount, is a question for the professional adviser and the regulator.
Responsibilities by Role at a Glance
The table below brings the changes together by the person who is most likely to act on them. It is a summary, not a legal opinion, and every item should be read together with ACRA’s own notice.
| Role | What changes from 20 October | What to do |
| Director or sole director | Annual return confirms ACRA’s particulars; new CEO question | Check your own details and the register before filing; decide the CEO answer in advance |
| Company secretary | Records of directors, CEOs, secretaries, auditors and members must be accurate; striking-off timing changes | Refresh client details in Bizfile; plan striking-off notices carefully |
| Guarantee company officer | Confirm total number of members last given to ACRA | Keep one membership count and a note of the last figure submitted |
| Public company limited by shares | No statutory meeting or statutory report; statement in lieu of prospectus abolished in prescribed circumstances | Update checklists and templates; confirm the exact circumstances |
| Any company with a registered office | No minimum daily opening hours; records available at least two hours on each relevant business day on reasonable notice; 14-day address filing | Decide who handles inspection requests; file changes on time |
| Public accountant or accounting firm | Renewal for 1, 2 or 3 years; indemnity insurance for sole proprietorships and partnerships | Choose a term; recalculate the required cover |
The table also shows that the duty to keep information current runs through almost every row. That is the theme of this phase: less ceremony, more accuracy.
Final Thoughts: A Sensible Order of Work for the Coming Weeks
Start with the register. Log in to Bizfile, print or save the current particulars for every officer, and compare them with what you know to be true. Fix mismatches now, because changes to names, addresses and appointment dates are quicker to settle before a filing than during one. For a secretary managing many companies, do this client by client, starting with those whose annual returns fall due first.
Next, review the registered office. Confirm the address is current, decide who responds to an inspection request, and make sure the statutory records can be produced within the notice period. If you rely on a service provider, ask them in writing how they will handle the new availability rule and whether their service terms are changing. Then check whether any change of address has been filed within the 14-day window.
Third, look at entities you plan to close. If a voluntary striking-off is on the cards, finish the preparation first, because the notice can now reach the Gazette very quickly. If any company has received a letter from the Registrar, treat it as urgent. For dormant entities you intend to revive, collect the evidence of a lawful purpose before applying.
Fourth, accounting firms should open the insurance policy and the practising certificate renewal calendar together. Work out the required amount using the three-part test, ask your broker whether the existing policy meets it, and then decide on a one, two or three-year registration term. The decision about renewal should be made by the firm’s partners, not left to the administrative assistant who happens to see the reminder.
Finally, update your templates. Annual return checklists, board pack templates, incorporation packages and engagement letters should reflect the changes, especially where they mention statutory meetings or fixed office hours. A few minutes spent now can prevent confusing instructions to junior staff later. Keep a short note of what you changed and why, since ACRA may refine its guidance and regulations as the new phase beds in.
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Frequently Asked Questions
1. When do the new ACRA company rules start?
The next phase of the Corporate and Accounting Laws (Amendment) Act 2025 takes effect on 20 October 2026. ACRA announced the date on 6 October. Filings and applications made from that date follow the new provisions.
2. Do I need to update Bizfile before filing my annual return?
ACRA advises updating your records in Bizfile before you file. The annual return now asks you to confirm that the particulars held for directors, CEOs, secretaries, auditors and relevant members are accurate. Correct any outdated details first so you are not confirming something you know is wrong.
3. Does my company still need to keep its registered office open every day?
The minimum daily opening hours have been removed. Records must still be available for inspection on reasonable notice, for at least two hours on each relevant business day. Address changes must still be filed within 14 days.
4. How long is a public accountant’s registration valid now?
A registration can be renewed for one, two or three years instead of every year. The practitioner chooses the term at renewal. Check ACRA’s renewal page for fees and procedures before deciding.
5. What insurance must a sole proprietor accountant hold?
Professional indemnity insurance now applies to sole proprietorships and partnerships as well as public accounting corporations and accounting LLPs. The required amount is the highest of S$1 million, S$500,000 per public accountant in the firm, or 2.5 times the firm’s gross income in its last financial year, capped at S$50 million. A broker or ACRA can confirm how this applies to your firm.
6. How quickly can a striking-off notice appear in the Gazette?
For voluntary striking-off, the notice can be published as early as the day it is sent. For striking-off started by the Registrar, publication comes 15 days after the letter is sent. Both are changes to the previous timing.
