The reform modifies, among other legislative texts, the Companies Act 1967, the Accountants Act 2004, the Limited Liability Partnerships Act 2005, the Variable Capital Companies Act 2018 and insolvency regulations (IRDA 2018), with the stated objective of Strengthening the integrity of the Singaporean corporate system, prevent the misuse of companies and raise standards of corporate responsibility.
For Spanish companies with subsidiaries, holdings, joint ventures or regional structures in SingapurThis reform involves much more than a technical update: it requires a immediate review of its corporate governance practicesregulatory compliance and administrator supervision.
Main changes introduced by the reform
1. Significant increase in the responsibility of administrators
One of the most relevant changes directly affects the fiduciary and due diligence duties of administrators.
The penalties for failure to comply with the duties set forth in the Companies Act They increase substantially: the maximum fines rise from SGD 5.000 to SGD 20.000 and, in the most serious cases, they can be imposed jointly. prison sentences of up to 12 months.
ACRA This reinforces a clearly oriented approach to personal responsibility of administrators and directors, moving away from a merely formal compliance model.
2. Strengthening control over corporate structures and preventing the illicit use of companies
The reform also strengthens measures aimed at combat money laundering and the misuse of corporate vehicles.
Among the most relevant new features are:
- The expansion of the grounds for disqualification of administrators.
- The automatic disqualification of administrators convicted of money laundering offenses under Singaporean law.
- New powers to prevent the registration restoration of companies when there are indications that they could be used for illicit purposes or purposes contrary to the public interest or national security.
These measures align with the strategy of Singapur to strengthen its framework AML/CFT and protect its reputation as an international financial center.
3. Greater transparency and individual accountability in auditing
The reform also introduces relevant changes in the area of auditing and financial control.
From now on, audit reports must expressly identify the public accountant primarily responsible for the audit, and not just the auditing firm.
The stated objective by ACRA es Strengthening individual responsibility and raise the standards of quality and transparency in the auditing profession.
4. Greater protection for minority shareholders
The reform incorporates a new double approval system for certain selective off-market share buy-backs.
In addition to the general approval of 75% of shareholders, already required previously, a second approval of 75% of the shareholders belonging to the affected share class.
The measure seeks Strengthen the protection of minority shareholders and avoid situations that are potentially detrimental to certain classes of shares.
5. Operational flexibility in certain administrative aspects
Along with the regulatory tightening, the reform also introduces some administrative simplification measures.
For example, the obligation to maintain minimum opening hours in registered offices disappears, although the right of access to corporate documentation is maintained with reasonable prior notice.
Implications for Spanish companies with a presence in Singapur
Although many of the changes directly affect local corporate law, the practical implications for Spanish companies are significant, especially for those that use Singapur as a regional platform in Asia-Pacífico.
Immediate review of corporate governance structures
Spanish companies should review:
- The composition and functions of its boards of directors.
- Levels of effective supervision over Asian subsidiaries.
- Internal protocols for decision-making and delegation.
- The responsibilities assumed by resident directors in Singapur.
The increase in personal responsibility makes it especially advisable to properly document corporate decisions and strengthen internal regulatory compliance policies.
Greater exposure of administrators and trustees
The hardening of the frame AML and the disqualification rules may particularly affect structures that use nominee directors or regional holding vehicles.
Remember that Singapur It had already strengthened transparency obligations regarding controllers and nominee directors in 2025 through the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 and Corporate Service Providers Act 2024.
Need to strengthen auditing and document traceability
The individual identification of the responsible auditor and the increasing regulatory scrutiny will foreseeably increase the demands on:
- documentary quality,
- financial traceability,
- internal control,
- intra-group reporting,
- and accounting supervision of subsidiaries.
Greater strategic importance of regulatory compliance
The reform confirms a clear trend in SingapurRegulatory compliance and transparency become core elements of business competitiveness and market access.
For Spanish companies operating in regulated, technological, financial, logistics or industrial sectors in AsiaHaving structures fully aligned with the new Singaporean regulatory standard will be essential to minimizing reputational and regulatory risks.
A regulatory paradigm shift
La Corporate and Accounting Laws (Amendment) Act 2025 reflects the evolution of Singapur towards a more demanding, sophisticated and preventive corporate supervision model.
Beyond the increase in sanctions, the approach adopted by ACRA point to a greater demands on management and supervision of corporate structures.
In this new context, international companies with a presence in Singapur They will need to review their internal structures and procedures to ensure compliance with new regulatory requirements and reduce reputational and liability risks for their managers.
Net Craman Abogados, Asian Desk.
Key points and frequently asked questions about this analysis
What are the new penalties for administrators under Singapore's reform?
The maximum fines for breach of fiduciary duties are substantially increased from SGD 5.000 to SGD 20.000. In addition, for the most serious cases under the regulations, the joint imposition of prison sentences of up to 12 months is contemplated.
What changes regarding the identification of those responsible for the audits?
From the date this law comes into force, audit reports will no longer be issued solely under the name of the corporate auditing firm, but must expressly identify the "public accountant" who acts as the main person responsible for the process.
How does this reform affect minority shareholders in a company?
It introduces a dual approval system for the selective repurchase of shares in the secondary market. This means that, in addition to the prior general approval of 75% of shareholders, a second, mandatory 75% endorsement from the specifically affected share class is required.
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