The next phase of amendments under Singapore’s Corporate and Accounting Laws (Amendment) Act 2025 came into force on 20 October 2026.
The central change is not a new annual-return deadline. It is a higher level of responsibility for confirming registered information when an annual return is filed. Companies and authorised filers must confirm that the particulars provided to ACRA for directors, chief executive officers, company secretaries, auditors and relevant members are accurate. The annual-return e-form also includes a new question asking whether any individual is performing the role of chief executive officer (CEO).
Businesses should treat this as a pre-filing corporate-record review. Filing an annual return is no longer a matter of mechanically carrying forward the previous year’s information. The company should first review its Bizfile records, correct inaccuracies and then complete the confirmation and filing.
WHAT EXACTLY MUST BE CONFIRMED
ACRA’s announcement states that companies filing annual returns must confirm the accuracy of the latest particulars provided to ACRA. The information includes:
The names of directors, CEOs, company secretaries and auditors;
Identification details;
Nationality;
Contact addresses;
Dates of appointment;
The registered office address; and
Membership and shareholding details, where applicable.
Companies limited by guarantee must also confirm that the total number of members last provided to ACRA through Bizfile is accurate.
The review should not stop at whether a director is still in office. The company should also verify names, identification details, addresses and appointment dates of officers, as well as shareholders, number of shares, issued share capital and paid-up share capital where relevant.
THE NEW CEO QUESTION FOCUSES ON ACTUAL FUNCTIONS, NOT JUST JOB TITLES
The annual-return e-form now asks whether any individual in the company performs the role of CEO.
A company should not answer this question solely by looking at job titles. It may have no employee formally titled “CEO”, while a director, general manager, founder or another executive in practice performs the company’s highest-level executive and operational functions. The company must assess the actual position.
Conversely, a person may carry a CEO title without performing the relevant role in practice. A filing should not be based only on a business card or title. The company should consider actual responsibilities, decision-making authority, reporting lines and internal governance documents.
ACRA’s filing guidance further indicates that if the filer answers “Yes”, the company should ensure that the CEO has been properly appointed and is reflected as a position holder in the annual return.
Before filing, the company should therefore consider:
Whether there is a formal or de facto head of executive management;
Whether the person’s functions correspond to the role of CEO;
Whether appointment documents and registered particulars are consistent;
Whether board resolutions, employment contracts and organisational charts support the filing; and
Whether the CEO response accurately reflects the company’s actual operations.
WHAT TO DO WHEN THE REGISTERED INFORMATION IS WRONG
ACRA expects companies to review and update relevant Bizfile information before filing an annual return.
If the company discovers that an officer has changed address, identification details have changed, a director or company secretary has left but the cessation has not been filed, or the registered office has changed, the company should complete the required update before proceeding with the annual return.
ACRA’s annual-return guidance also requires companies to keep their registered office, business activities, officers, shareholders and share particulars accurate. If any information is incorrect, it should be updated before filing.
This matters because the annual-return confirmation is an active representation that the registered information is accurate. If a filer knowingly confirms information that is false or materially misleading, the company and individuals involved may face liability under the Companies Act and other applicable rules.
WHICH PROCEDURES HAVE BEEN SIMPLIFIED
The same phase of amendments removes or simplifies several traditional statutory procedures.
First, the requirement to file a statement in lieu of a prospectus in prescribed circumstances will be removed.
Second, public companies limited by shares will no longer be required to convene statutory meetings or prepare statutory reports.
Third, the requirement for a company’s registered office to be open and accessible to the public for specified minimum hours on each business day will be removed, giving companies greater flexibility over opening hours.
The change does not mean that companies may refuse access to statutory records. ACRA states that, after a person gives reasonable notice of an intention to inspect company records, the company must make those records available for at least two hours on each relevant business day.
A company must also continue to file a change of registered office address within 14 days after the change.
The removal of statutory meetings does not remove the annual general meeting requirement. Companies must continue to comply with applicable AGM requirements, and listed companies must also observe relevant exchange rules.
STRIKING-OFF AND RESTORATION PROCESSES ARE BEING STREAMLINED
The amendments also streamline the striking-off and restoration processes for companies, limited liability partnerships and variable capital companies and their sub-funds.
For voluntary striking-off, the Gazette notice may be published as early as the day on which the notice is sent. For Registrar-initiated striking-off, the notice may be published as early as 15 days after the letter is sent to the entity.
An entity is legally dissolved or restored at the specific date and time when the Registrar strikes off or restores its name on the register. A business should not rely only on the date on which it receives a notice or the date it expects the process to finish.
A restoration application must be refused where the restored entity is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore, or where restoration would be contrary to national security or the national interest.
ANNUAL RETURN DEADLINES HAVE NOT CHANGED
The amendments raise the confirmation standard but do not change the current annual-return deadlines.
Under ACRA’s current guidance:
Listed companies generally file within five months after the financial year end;
Listed companies with a share capital or an overseas branch register generally file within six months after the financial year end;
Non-listed companies generally file within seven months after the financial year end; and
Non-listed companies with a share capital or an overseas branch register generally file within eight months after the financial year end.
A company normally must file an annual return while it remains listed as “live” with ACRA, even if it is inactive or dormant, or has obtained a tax waiver from IRAS.
An annual return filing is also separate from an income-tax filing. After filing with ACRA, the company must still meet its IRAS tax filing obligations unless a relevant exemption has been granted.
LATE FILING AND DIRECTORS’ RESPONSIBILITY
ACRA states that companies must file annual returns on time and may face penalties of up to (SGD) 600 and further enforcement action for late filing.
The article describes the current penalty gradient as (SGD) 300 where the annual return is not more than three months late and (SGD) 600 where it is more than three months late. The applicable penalty, composition amount and enforcement response should be confirmed against ACRA’s current rules and the notice issued through the filing system.
Directors and company officers cannot assume that appointing a company secretary, accountant or corporate service provider fully transfers their statutory responsibility. A company may appoint a professional to assist with preparation and filing, but its directors remain responsible for ensuring that the company’s information is accurate and the filing is completed on time.
A PRACTICAL PRE-FILING REVIEW FOR COMPANIES
Confirm the financial year end and annual-return deadline.
The company should calculate its deadline based on whether it is listed or non-listed and whether it has a share capital or an overseas branch register. It should not simply copy last year’s internal calendar or confuse the ACRA annual-return deadline with the IRAS tax deadline.
Review the basic Bizfile information.
Check the company name, registration number, company type, primary and secondary business activities, registered office address and registered charges or loan information.
Review the officers and auditor.
Check the name, identification details, nationality, address, appointment date and cessation status of every relevant officer. Pay special attention to changes that occurred but were never updated.
Confirm whether anyone performs the CEO role.
Do not answer solely by reference to the title. Consider the organisation chart, board resolutions, employment contract, delegated authority and actual responsibilities.
Verify members and share particulars.
Check shareholder names, member totals, share numbers, issued share capital, paid-up share capital and ownership information. Companies limited by guarantee should specifically verify the member total.
Check statutory registers and AGM status.
Confirm whether the company has complied with requirements for the Register of Registrable Controllers and registers of nominee directors or nominee shareholders where applicable. Prepare the AGM details, exemption or dispensation information required in the annual return.
Keep an internal confirmation record.
The company may retain a pre-filing checklist, Bizfile extracts or screenshots, board or management approval records, evidence of corrections and the final filing acknowledgement. The purpose is to show that a reasonable review was conducted before the confirmation was submitted.
The ACRA annual-return confirmation regime changes registered information from data that merely exists in the system into information that the filer must actively review and confirm. Companies should no longer treat an annual return as a simple periodic upload. It should form part of the company’s governance, directors’ duties and statutory-record maintenance process.
The amendments also simplify certain statutory meeting, registered-office access and striking-off procedures. Those administrative changes do not replace the company’s responsibility for accurate information and timely filing.
The safest approach is to begin the annual-return process around the financial year end, review Bizfile first, correct changes in officers, addresses and share particulars, answer the CEO question based on actual functions and then submit the annual return on time. This reduces late-filing risk and helps prevent inaccurate registered information from becoming a more serious compliance problem.
