The S$20,000 Director’s Fine in Singapore: What Changed in 2026 (and What Didn’t)
By Lucas Seah, Founder of Excellence Singapore Group | Last Updated: October 2026
Since 6 May 2026, a director who breaches their duties under section 157 of the Companies Act faces a fine of up to S$20,000, up from S$5,000, or up to 12 months in jail, and a court can now impose both. The change came from the Corporate and Accounting Laws (Amendment) Act 2025, passed by Parliament on 5 November 2025 and brought into force in stages. It applies to directors who fail to act honestly or with reasonable diligence, or who misuse their position or company information. It is not a late filing fine: the S$300 and S$600 penalties for a late annual return are unchanged.
Short on time? Jump to what the fine does not cover or how to stay safe.
Key Takeaways
- The S$20,000 maximum applies to breaches of directors’ duties under section 157 from 6 May 2026, and a court can now combine it with up to 12 months in jail.
- The S$300 and S$600 late annual return penalties did not change. The court maximum for a late annual return rose from S$5,000 to S$10,000.
- The 2025 Act commences in phases, from 6 May 2026 and from 20 October 2026, not all at once in April 2026.
- Disqualification follows convictions, court orders or strike-offs, not late filings alone, though a filing default of three months or more can lead to debarment. Money laundering convictions from 6 May 2026 are a new ground.
What is the S$20,000 director’s fine?
It is the new maximum court fine for a director who breaches the core duties in section 157 of the Companies Act. The section sets two standards:
- Honesty and reasonable diligence. A director must at all times act honestly and use reasonable diligence in carrying out the duties of the office.
- No improper use of position or information. An officer or agent must not use their position, or information gained through it, to gain an advantage for themselves or anyone else, or to cause the company harm.
Breaching either duty is a criminal offence, and the director can also be made to account to the company for any profit made or loss caused. ACRA announced that maximum fines for directors who breach their duties increased from S$5,000 to S$20,000 when the first provisions of the 2025 Act commenced on 6 May 2026, and that for serious offences directors may face both the fine and imprisonment of up to 12 months. Under the old wording, a court had to choose between a fine and jail. A conviction can also lead to a court order disqualifying you for up to five years.
At the Bill’s second reading, the government said that, compared with penalties for equivalent offences in other leading common law jurisdictions, there was scope for an upward revision.
Who it applies to
ACRA’s page on directors’ duties says the duties apply to all directors, non-executive directors and nominee directors. A nominee who acts on someone else’s instructions, or a director who lives overseas, owes the same duties. Reasonable diligence means you are expected to know what the company is doing, read its financial statements and ask questions when something looks wrong. Our guide to the key responsibilities of a director covers the full set of duties, and our Companies Act guide explains where section 157 fits.
How ACRA enforces it
According to its enforcement approach, ACRA steps in when a breach affects the accuracy of its registers or is particularly serious. Its tools range from a warning letter and an offer to compound the offence to disqualification and prosecution, and it may point a complainant to a civil claim instead. The penalty is not theoretical: in January 2024, ACRA reported that a former director of a listed company was jailed for six months for failing to act honestly under section 157.
What the S$20,000 fine does not cover
The S$20,000 maximum is for breaching directors’ duties. It is not a late filing fine. The penalties for the filing breaches most directors actually run into are on ACRA’s penalty pages:
| Breach | Penalty | Changed in 2026? |
|---|---|---|
| Annual return filed up to 3 months late | S$300 late lodgement penalty | No |
| Annual return filed more than 3 months late | S$600 late lodgement penalty | No |
| Late annual return, if ACRA takes enforcement action | Composition sum of at least S$500; on conviction, a fine of up to S$10,000 per charge plus a default penalty | Court maximum up from S$5,000 on 6 May 2026; the legal cap on composition sums also rose |
| AGM not held on time | Composition sum of at least S$500 per breach; on conviction, a fine of up to S$5,000 per charge plus a default penalty | No |
| Breach of directors’ duties (section 157) | Fine of up to S$20,000 (was S$5,000), jail of up to 12 months, or both | Yes, from 6 May 2026 |
Sources: ACRA, late annual return penalties and penalties for not holding an AGM; Companies Act s157. Read October 2026.
So a company that files its annual return two months late still pays a S$300 late lodgement penalty, as it did in 2025. The 2025 Act did double the court maximum for a late annual return to S$10,000, but that applies only if ACRA prosecutes. The S$20,000 maximum applies only if a director is prosecuted and convicted of breaching their duties. If you have already received a penalty notice, our guide on ACRA late penalty appeals explains your options, and our AGM guide covers the deadlines.
What else the 2025 amendments change
The Act commences in stages rather than all at once. ACRA’s overview of the Act lists the changes; the ones that matter most to directors of private companies are below.
From 6 May 2026
- Heavier penalties. The section 157 maximum rose to S$20,000, with fine and jail possible together. The court maximum for a late annual return, and for failing to keep proper accounting records, rose from S$5,000 to S$10,000.
- Money laundering convictions disqualify directors. A conviction for a money laundering offence under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act now bars a person from acting as a director for five years. It applies to convictions on or after 6 May 2026.
- Disqualified directors must tell the company. A director who becomes disqualified must notify the company within 14 days, and the company must tell ACRA within 14 days of finding out. The director can notify ACRA directly if they have reasonable cause to believe the company will not.
- An updated consent form for new directors. Every new director signs ACRA’s Form 45, which since 6 May 2026 includes a declaration that the company will be used only for legitimate business purposes and that misusing it for unlawful purposes may lead to regulatory or legal action, plus a statement that the director has not been convicted of a money laundering offence.
From 20 October 2026
- Annual returns confirm your particulars. When you file an annual return, you confirm that the details ACRA holds for your directors, chief executive officers, secretaries, auditors and relevant members are accurate, and say whether anyone performs the role of chief executive officer.
- Registered office hours relaxed. From 20 October 2026, the registered office does not have to be open to the public for at least three hours each business day. Anyone entitled to inspect company records must give reasonable notice, and the company must then make them available for at least two hours on each relevant business day.
- Faster striking off. When ACRA starts striking off a company on its own initiative, the Gazette notice can follow 15 days after ACRA’s letter, down from 30. For a company that applies to be struck off, ACRA can publish the Gazette notice at the same time as it sends its notice to the company. The 60-day period for objections does not change.
Two things often linked to this Act did not come from it. The rules on disclosing nominee directors and nominee shareholders, and their higher fines of up to S$25,000, came from a 2024 amendment Act in force since 16 June 2025. The 2025 Act does not create any new register that companies must keep.
Details of the 20 October 2026 changes are in ACRA’s announcement.
When can you be disqualified as a director?
Disqualification follows convictions, court orders or strike-offs. A few late filings on their own do not trigger it, but ignoring them can, because unpaid penalties lead to summonses and convictions. Separately, if a company stays in default of a required filing for three months or more, ACRA can debar its directors from taking on new directorships until the order is lifted.
| Ground | How long | Section |
|---|---|---|
| Undischarged bankrupt | Until discharged, unless the court or the Official Assignee gives permission | 148 |
| Court order against a director of an insolvent company found unfit to be a director | As set by the court | 149 |
| Court order after a conviction for breaching directors’ duties (section 157) | Up to 5 years, or 5 years after release if jailed | 154(2) |
| Conviction for fraud or dishonesty punishable with 3 months’ jail or more, certain Securities and Futures Act offences, or (for convictions from 6 May 2026) money laundering | 5 years from conviction, or from release if jailed | 154 |
| Three or more convictions for filing offences within 5 years | 5 years from the last conviction | 155 |
| Director of 3 or more companies struck off by ACRA within 5 years (voluntary strike-offs do not count) | 3 years, or 5 years for a repeat | 155A |
Sources: ACRA, when a director must leave office, common offences and late annual return penalties; Companies Act 1967. Disqualification periods run at the same time. Read October 2026.
While disqualified, you cannot act as a director of any company or take part in managing one. Our guide to ACRA court summonses explains how a missed filing turns into a conviction.
Four claims about the “April 2026 rules” that are wrong
Early commentary on the amendments got several things wrong, and some of it is still online. Here is how the claims compare with ACRA’s own pages:
| The claim | What ACRA’s pages say |
|---|---|
| The Bill takes full effect in April 2026 | It is an Act, passed on 5 November 2025, and it commences in phases: the first on 6 May 2026 and the next on 20 October 2026. |
| Late filing fines now compound faster | Late annual return penalties are still S$300 or S$600, and ACRA’s composition sums still start at S$500. What rose is the ceiling: the court maximum for a late annual return doubled to S$10,000, and the overall cap on composition sums rose from S$5,000 to S$20,000. |
| Companies must now keep digital registers | For private companies, ACRA already keeps the electronic registers of members and directors, updated through Bizfile. Companies keep their own register of registrable controllers and file it with ACRA’s central register. |
| Three late filings in five years means a ban | Disqualification follows three or more convictions for filing offences within five years. Late filings alone do not lead to disqualification, though ACRA can debar the directors of a company that stays in default for three months or more. |
Sources: ACRA, Corporate and Accounting Laws (Amendment) Act 2025; ACRA late annual return penalties; ACRA, maintaining company registers.
One more change that did not happen: a proposal to let a sole director also act as company secretary was dropped from this Act, and ACRA may look at it again in a future Bill. Our guide on whether a sole director can be the company secretary explains the current rule.
How to stay on the right side of section 157
Reasonable diligence is about paying attention, not just about being honest. Five habits cover most of the risk:
- Read the financial statements before you approve them. Ask about anything you do not understand, such as large related-party balances, unexplained loans or a going-concern note.
- Declare conflicts early and in writing. If you have an interest in a transaction, disclose it to the board and have it minuted, as section 156 requires.
- Minute the big decisions. Board minutes that record what you considered are your best evidence that you acted with reasonable diligence.
- Keep the filing calendar under control. Annual returns, AGMs, registers of controllers and changes of officers all have deadlines. Missed filings can lead to prosecution, and three filing convictions within five years lead to disqualification.
- Do not lend your name. Agreeing to be a nominee director for a company you do not oversee still leaves you personally liable for your duties as a director. Read our note on the risks of being a friend’s nominee director before you say yes.
If you are leaving a board, resign properly and make sure ACRA is notified. Our guide on changing directors or resigning covers the steps.
How we help directors stay compliant
Excellence Singapore Group’s corporate secretarial team keeps your company’s statutory filings, registers and board paperwork in order:
- A compliance check of where your company stands today, including overdue annual returns, AGMs and register filings, with a plan to put things right.
- A filing calendar we run for you, so annual returns, AGMs and changes of officers are filed on time.
- Registers and minutes kept up to date, including the register of registrable controllers and the board resolutions that record your decisions.
Our accounting team prepares the financial statements you approve, so you can see what you are signing.
Frequently Asked Questions
What is the maximum fine for a director in Singapore?
For breaching directors’ duties under section 157 of the Companies Act, the maximum is a fine of S$20,000, up to 12 months in jail, or both, since 6 May 2026. It was S$5,000 before. Other offences carry their own maximums, such as S$10,000 per charge for a late annual return.
When did the S$20,000 director fine take effect?
On 6 May 2026, when the first provisions of the Corporate and Accounting Laws (Amendment) Act 2025 commenced. Parliament passed the Act on 5 November 2025. It did not take effect in April 2026, and a second set of changes, mostly about annual returns, registered offices and striking off, applies from 20 October 2026.
Does the S$20,000 fine apply to late filing?
No. It applies to breaches of directors’ duties under section 157. A late annual return still attracts a late lodgement penalty of S$300 or S$600. If ACRA takes enforcement action, it can offer a composition sum of at least S$500, and on conviction the fine is up to S$10,000 per charge, up from S$5,000 before 6 May 2026.
Can a nominee director be fined for breach of duties?
Yes. A nominee director owes the same duties as any other director, including acting honestly and using reasonable diligence. Following someone else’s instructions is not a defence, so a nominee who fails to oversee the company can face the S$20,000 fine, civil liability and disqualification.
Can I be disqualified for late ACRA filings?
Not for late filings alone. You are disqualified for five years if you are convicted of three or more filing offences within five years, and for three years if three or more companies you direct are struck off by ACRA within five years. Separately, if a company stays in default for three months or more, ACRA can debar its directors from taking on new directorships.
What does reasonable diligence mean for a director?
It means taking reasonable care in the role: knowing what the company does, reading its financial statements before approving them, asking questions when something looks wrong and acting on the answers. A director who leaves everything to others and signs without reading can breach the duty even without dishonesty.
Check your company’s compliance before ACRA does
The S$20,000 fine is a court penalty for directors who breach their duties, and the filing breaches that lead to prosecution are the easiest to prevent. Talk to us for a compliance check of your company’s filings and registers.
