Corporate and Accounting Laws (Amendment) Act 2025

To specify grounds for such refusal for restoration applications. The Court or the Registrar must not restore the name of the entity to the register if there is reason to believe that the entity is likely to be used for unlawful purposes prejudicial to public peace, welfare or good order in Singapore, or it contravenes national security or interests for its name to be restored.

Currently, the law does not explicitly mandate such refusal. The proposed amendment will specify these grounds for refusal, aligning them with the criteria for refusing the registration of a proposed company's constitution under the CA and the grounds for winding up a company under the IRDA.

 Safeguarding Shareholders’ Interests

To introduce a two-tier approval process:

• Tier 1 (existing): requires approval by 75% of shareholders through a special resolution*

• 2. Tier 2 (new): requires the consent of 75% of shareholders within the affected class of shares*

Tier 2 will not be applicable if the entire class of shares is being acquired.

The amendments allow shareholders within the affected class of shares to have a larger say in the approval process.

* Excluding those whose shares are being acquired.

When a company selectively purchases only some shares within a class, it may be unfair to shareholders of that class who are not targeted.  The proposed amendment ensures that the members within that class of shares who are not targeted will have a larger say in whether the selective off-market purchase is approved, better safeguarding the rights of shareholders in such scenarios.

Strengthening Regulatory Framework for Companies

• The Bill’s amendments increase the maximum fine for breach of directors’ duties under section 157 of the CA to $20,000 or imprisonment for up to 12 months, or both.

The proposed amendment provides for stronger penalties to deter potential offenders.

Reducing Regulatory Burden

• To abolish the minimum opening hours requirement.

• To stipulate that persons entitled to inspect any company record must give the company reasonable notice of their intent. Companies must then make the records available for inspection for at least two hours during each business day.

• To provide companies with the flexibility to determine their operating hours whilst maintaining the rights of those who need access to company records in the registered office.

To provide flexibility to companies to determine their opening hours without compromising those who have rights to inspect company records.

Enhancing Accountability in Auditing

• To require the public accountant who is primarily responsible for an audit engagement to be identified in the audit report itself.

• To promote greater personal accountability for public accountants and transparency in the auditing profession.

Today, there is no such requirement and audit opinions are usually signed off by the accounting firm rather than the individual performing the audit. The proposed amendment will promote greater personal accountability for public accountants and transparency for the sector.