Companies Act Singapore: What Businesses Need to Know in 2026

Every company incorporated in Singapore is governed by the Companies Act 1967. The Act sets the rules for who can register a company, how it must be run, what it must file with ACRA, and how it can be closed. It applies the same way to a local SME as it does to the Singapore subsidiary of a Fortune 500 company.

This guide provides a comprehensive overview of corporate requirements under Singapore’s Companies Act in 2026. We will also examine recent amendments to the act and outline essential obligations for foreign companies.

What is the Companies Act in Singapore?

The Companies Act 1967 is the primary statute governing companies in Singapore. It is administered by the Accounting and Corporate Regulatory Authority (ACRA) and has been amended many times since enactment, most recently in 2025 (covered below).

The act covers the full lifecycle of a company: from the point of incorporation, to company structure, financial reporting, audits, and company wind-up. Beyond local entities, it also regulates foreign companies registered to operate here under the specific provisions of Part XI.

Think of it as the constitutional baseline for the entity itself. Every other compliance regime a Singapore company deals with is layered on top of it:

• Employment matters sit under the Employment Act. 
• Corporate tax sits under the Income Tax Act. 
• Personal data protection sits under the Personal Data Protection Act.

None of these statutes can apply without the Companies Act sitting underneath them. The Employment Act only applies because there is a registered company employing people. The Income Tax Act only applies because there is a legal entity earning income. Each of these regimes regulates a specific activity that the company does. The Companies Act regulates whether the company exists at all.

If you breach the Companies Act by failing to file annual returns, hold an AGM, or maintain a resident director, ACRA can strike your company off the register or disqualify its directors under Section 155. That ends the company’s existence and bars the people behind it from holding directorships anywhere else in Singapore, regardless of commercial performance.

Recent Updates to the Companies Act in Singapore

Three separate pieces of legislation have reshaped the Singapore corporate compliance landscape over the past year. These are not standalone laws, but amendment acts that rewrite specific sections of the Companies Act 1967 and related statutes.

Companies and LLPs (Miscellaneous Amendments) Act 2024 (in force June 16, 2025)

The Companies and LLPs Act 2024 tightened Singapore’s beneficial ownership regime to align with FATF standards. The most visible changes for businesses:

• Day-one RORC reporting. Companies must maintain a Register of Registrable Controllers (RORC) from the date of incorporation. The 30-day grace period has been abolished.
• Nominee registers filed with ACRA. Companies must file their register of nominee directors and nominee shareholders with ACRA, which now maintains a central register. Nominee status appears in public Business Profile extracts, while only public agencies can access the underlying nominator’s identity.
• Escalated penalties. Authorities have increased maximum fines for breaches involving the RORC and nominee registers from S$5,000 to S$25,000 per offence.

Corporate Service Providers Act 2024 (in force June 9, 2025)

The CSP Act brought Singapore’s corporate services sector under formal regulation for the first time. For foreign founders, the practical effect is that you can no longer engage just any service provider for ACRA filings. Only CSPs registered with ACRA and meeting fit-and-proper criteria can handle statutory submissions on your behalf. CSPs are now required to conduct real-time video-based KYC when onboarding clients. Fines for nominee director breaches or AML non-compliance can also reach S$100,000.

Corporate and Accounting Laws (Amendment) Act 2025 (commencing April 2026 onwards)

Passed by Parliament on November 5, 2025, the Corporate and Accounting Laws (Amendment) Act amends the Companies Act 1967, the Insolvency, Restructuring and Dissolution Act 2018, and several related statutes. Most provisions are commencing from April 2026 onwards, with ACRA providing a phased lead time for implementation. The Act directly enhances corporate governance, strengthens shareholder protections, and reinforces the regulatory framework for public accountants.

Types of Companies Under Singapore’s Companies Act

The Act applies only to incorporated companies. It excludes sole proprietorships and limited liability partnerships, which fall under the Business Names Registration Act 2014 and the LLP Act 2005, respectively.

The entity you choose at incorporation determines your shareholder limits, your audit obligations, and the liability your owners carry. The table below covers the primary options under the Act:

Entity Type	Governing Section	Liability	Shareholder Limit	Best For
Private Limited (Pte Ltd)	Section 18	Limited	Maximum 50	The standard for startups, SMEs, and foreign-owned subsidiaries.
Public Limited (Shares)	Section 17	Limited	No limit	Companies raising capital from the public or pursuing an IPO.
Public (Guarantee)	Section 17	Limited	No share capital	Non-profits, foundations, and professional bodies.
Foreign Company (Branch)	Section 366	Unlimited (Parent)	N/A	Foreign companies operating in SG without a separate subsidiary.

Note: Representative Offices (ROs) are regulated by Enterprise Singapore (ESG) or the Monetary Authority of Singapore (MAS) rather than ACRA.

The Private Limited Company is the standard route for almost every foreign business entering Singapore. It gives you limited liability, a clear pathway to tax exemptions and full access to Singapore’s tax incentives and treaty network. 

If you are setting up a regional headquarters, a holding company for Southeast Asian operations, or a local subsidiary of a foreign parent, this is the structure you want.

If you’re planning to incorporate a company in Singapore, our Guide to Starting a Business in Singapore walks you through all the key steps. Emerhub acts as your licensed CSP and coordinates the incorporation process on your behalf. 

Key Provisions for Businesses Under Singapore’s Companies Act

The Companies Act runs to over 400 sections. In practice, most companies only deal with a handful of them. The provisions below cover from incorporation through to closure.

1. Foreign Company Registration Process

Registering a presence in Singapore follows a standard 2-step process through the BizFile+ portal. However, as a foreign investor, you cannot access this portal directly without a Singpass. You must engage a Registered Filing Agent (CSP) such as Emerhub to submit the application on your behalf.

Step 1: Name Reservation. 

You must first apply for name approval. For a Subsidiary (Section 17), the name can be different from the parent. For a Branch Office (Section 366), the name must be identical to the parent company. Once approved, the name is reserved for 120 days.

Step 2: Entity Registration. 

• The Subsidiary Path: This involves incorporating a new Singapore Pte Ltd company. You will need to provide the particulars of at least one resident director, your shareholders (the parent company), and the company constitution. It is essentially treated as a “local” entity owned by a foreigner.
• The Branch Path: This refers to the registration of an overseas entity. You must provide certified copies of the parent company’s Certificate of Incorporation and its Constitution. Crucially, under Section 373, you must also lodge the audited financial statements of the parent company, alongside the specific accounts for the Singapore branch.

2. Mandatory Corporate Appointments

Every Singapore company has to make four appointments at or shortly after incorporation. None of these is optional, and missing any is one of the most common reasons foreign-owned companies end up in default with ACRA:

• Resident Director (Section 145): At least one director must be “ordinarily resident” in Singapore (Citizen, PR, or EntrePass/EP holder). Foreign founders without a local resident on the ground typically appoint a nominee director through their CSP to meet this legal requirement.
• Company Secretary (Section 171): At least one secretary who is a natural person and ordinarily resident in Singapore, appointed within six months of incorporation. Normally covered by the CSP.
• Auditor (Section 205): Appoint a Public Accountant registered with ACRA within three months of incorporation, unless the company qualifies for an audit exemption.
• Registered Office (Section 142): A physical Singapore address (no PO boxes) open to the public for at least three hours daily. Most businesses utilize their CSP’s address until they secure their own office space.

3. Shareholder Rights and Powers

While directors run the day-to-day business, the Companies Act gives shareholders the ultimate power of oversight. Understanding these rights is crucial for foreign investors who may not be involved in the daily operations of their Singapore subsidiary.

• Voting Rights (Section 180): Shareholders have the right to vote on “reserved matters,” such as changing the company’s constitution or issuing new shares.
• Right to Information (Section 189 & 203): You have a statutory right to inspect company registers and receive copies of the financial statements at least 14 days before the Annual General Meeting (AGM).
• Power to Remove Directors (Section 152): Shareholders of a private company can remove a director at any time by passing an ordinary resolution, ensuring the board remains accountable to the owners.
• Minority Protection (Section 216): The Act provides a safety net for minority shareholders. If the company is being managed in a way that is oppressive or unfairly prejudicial to your interests, you can seek a court order for relief.

4. Compliance Obligations After Incorporation

Once the company is live, the Act enforces ongoing obligations to maintain your compliance. Under Section 175, private companies must hold an AGM within six months of their financial year-end. This is the formal meeting where directors present the year’s accounts to the shareholders. 

Recent amendments allow these meetings to be held fully virtually by default. Most still dispense with the AGM altogether under Section 175A, allowed if all members agree. Regardless, you must still prepare and send out the financial statements to shareholders by the same deadline.

Once the AGM is concluded (or dispensed with), Section 197 gives you another month to lodge your Annual Return with ACRA. This updates the regulator on your current officers, shareholders, and financial position. Missing either deadline is the most common path to penalties. ACRA imposes a late lodgement fee of S$300, which doubles to S$600 if the delay exceeds three months.

Beyond this annual cycle, you’ll also have to maintain other ongoing standards:

• Statutory Financial Reporting (Section 201): Directors hold personal liability for ensuring financial statements meet Singapore Financial Reporting Standards (SFRS). Reckless failures here are serious offenses, carrying fines of up to S$50,000 and potential imprisonment.
• Maintenance of Statutory Registers (Section 386AF): Keep internal records of directors, secretaries, and shareholders. Most critically, you must update the RORC internally within 7 days of any change and lodge it with ACRA shortly after. Failure to maintain an accurate RORC can lead to a S$25,000 fine or imprisonment.

Note that the Companies Act is only one part of your compliance picture. Once your company is operational, you also pick up obligations under the Income Tax Act (corporate tax filings with IRAS), the GST Act if your turnover crosses S$1 million, and the CPF Act for any staff you employ in Singapore. 

Refer to Annual Compliance Calendar in Singapore for more details and requirements. 

5. Company Closure and Dissolution

To close your company, the Companies Act requires a formal legal process to de-register the entity and stop the clock on your compliance obligations. Depending on your company’s financial health, you generally have two paths:

• Striking Off (Section 344): The simplest option for companies that are effectively “dead.” To qualify, the company must have ceased trading, have no outstanding tax liabilities with IRAS, and possess no remaining assets or debts. If ACRA is satisfied that the company is defunct, they will “strike” it from the register.
• Winding Up (Section 241): This is a more formal liquidation process. It is mandatory if the company still has assets to distribute to shareholders or debts to pay to creditors. Winding up can be voluntary (initiated by shareholders or creditors) or compulsory (ordered by the court). It requires the appointment of a liquidator to manage the final distribution of assets.

Read our guide on Closing and Winding Up a Company in Singapore for a breakdown of the steps and documentation for each process.

Need Help with Your Corporate Compliance in Singapore?

Emerhub provides corporate advisory and entity management services for foreign businesses incorporating and operating in Singapore. Our local team can act as your registered Corporate Service Provider, handle your incorporation and nominee director arrangements, and manage ongoing ACRA, IRAS, and CPF compliance.

Contact us to speak with one of our consultants today.