From 20 October 2026, filing an ACRA annual return involves more than updating the financial year data. The second phase of the Corporate and Accounting Laws (Amendment) Act 2025 requires the filer to confirm that the particulars ACRA holds on the company's directors, chief executive officer, secretary, auditors and relevant members are accurate. Companies limited by guarantee must also confirm their total number of members. The same phase removes a few old formalities, relaxes the opening hours of the registered office and shortens striking off. This guide is for founders, directors and corporate secretaries of Pte Ltds and CLGs who want their Bizfile records in order before the next annual return filing falls due.
What changes in the ACRA annual return from 20 October 2026
Before this phase, the annual return was largely a snapshot of the financial year. For any ACRA annual return filed from 20 October 2026, the filer must positively confirm that the latest particulars lodged with ACRA are correct for the directors, chief executive officer, company secretary, auditors and relevant members. ACRA lists what that covers: names, identification details, nationality, contact address, appointment dates, registered office address and shareholding details where applicable. The eform also carries a new question asking whether any individual performs the role of CEO. For a CLG, the confirmation targets the total number of members last provided through Bizfile. A director who resigned years ago and was never removed in Bizfile becomes an error the filer confirms, not a stale entry nobody reads. The duty to notify changes as they occur stays in place; the annual return adds a yearly checkpoint where errors become traceable to the person who filed.
Legal framework
Parliament passed the Corporate and Accounting Laws (Amendment) Act 2025 on 5 November 2025. It amends the Companies Act 1967 and several related statutes, and it commences in phases. The first tranche took effect on 6 May 2026 and raised, among other things, the maximum fine for breach of directors' duties under section 157. The second, brought into force on 20 October 2026 by the Corporate and Accounting Laws (Amendment) Act Commencement (No. 2) Notification (S 759/2026), reaches the annual return. ACRA set out its scope in its announcement on the amendments commencing on 20 October 2026.
The timetable is unchanged. Under section 197, a non-listed company lodges its annual return within 7 months after its financial year end, a listed company within 5 months. Section 175 requires a non-listed company to hold its AGM within 6 months, and section 175A lets a private company dispense with it, notably where it sends its financial statements to members within 5 months. What changes is the weight of the declaration. Under section 401(2A) of the Companies Act, lodging a document with the Registrar, or authorising its lodgement, knowing it to be false or misleading in a material respect is an offence. A careless slip is not automatically a crime, but a yearly confirmation weakens the argument that nobody knew. The phase also abolishes the statement in lieu of prospectus and, for public companies with a share capital, the statutory meeting and statutory report.
Directors, CEOs and secretaries: the particulars behind the declaration
Most errors in Bizfile are mundane. A director moved house and never updated the address, a secretary's appointment date was keyed in wrongly at incorporation, a foreign director renewed a passport and the old number is still on file. Section 173A requires the company to notify ACRA within 14 days of any appointment, cessation or change in these particulars, and section 173B obliges each officer to give the company the information it needs within the same window. Compare the business profile line by line with the board minutes and the officers' current identity documents.
The CEO question deserves more thought than it seems to need. Section 4(1) of the Companies Act defines a chief executive officer by function: one or more persons, by whatever name described, principally responsible for the management and conduct of the company's business, or of part of it. A founder who signs as "Managing Director" and runs the company day to day may well fall within that definition, and so may the head of a distinct business line. A founders' agreement that defines each founder's role and time commitment keeps the answer consistent from year to year and shows who held which role, and when. Do not answer "no CEO" simply because nobody carries the title. Answer on the facts of who actually runs the business.
Members, shareholdings and the CLG headcount
For a private company, ACRA keeps the electronic register of members under section 196A of the Companies Act, and an entry in it is prima facie evidence of the matters recorded. Allotments and transfers count on the public record only once lodged, and the confirmation covers those shareholding details. The usual trouble spots are transfers signed but never lodged and allotments from a funding round notified late. A shareholders' agreement setting pre-emption, drag-along and tag-along rules gives every transfer a defined procedure, and the parties can add a covenant that each completed transfer is lodged with ACRA without delay.
CLGs work differently. A CLG is a public company without share capital: it keeps its own register of members, and ACRA only holds the total number of members last provided through Bizfile. That figure must be confirmed at each filing. Charities and clubs structured as CLGs often admit and lose members without touching Bizfile. A CLG should correct its membership count before the filer confirms it, not after. A CLG constitution with clear rules for admitting and removing members tells the secretary exactly which events change the number.
Registered office, record inspection and striking off
The minimum opening hours for the registered office are abolished, and companies set their own. The counterpart is a notice mechanism: a person entitled to inspect company records must give reasonable notice, and the company must then make the records available for at least two hours during each relevant business day. If that office is a corporate service provider's address, agree in writing how inspection requests reach you, because the two-hour obligation stays with the company. A change of registered office address must still be filed within 14 days.
Striking off also moves faster. For a voluntary striking off, ACRA can publish the Gazette notice almost immediately after sending its letter to the company, and for a Registrar-initiated striking off, 15 days after the letter. The 60-day objection period is unchanged, and dissolution or restoration takes effect at the exact date and time the Registrar acts. Restoration gets firm limits: the Court or the Registrar must refuse it where the entity is likely to be used for unlawful purposes or where restoration would be contrary to national security or interest. A dormant company with neglected records can be struck off sooner than its directors expect.
Bringing your company documents up to date on Captain.Legal
On Captain.Legal, a Pte Ltd constitution drafted under the Companies Act 1967 starts with the company name and type, then asks for the share capital structure and the rights attached to each class. The questionnaire moves on to the board (minimum and maximum directors, quorum, casting vote), then to transfer mechanics, pre-emption, reserved matters and any entrenching provision, and closes with the registered office and secretary details. Shareholders' and founders' agreements follow the same logic for transfers, vesting and roles, and CLGs use a dedicated constitution covering objects, the members' guarantee and membership rules.
Each document downloads in Word and PDF: Word for edits by your corporate secretary or lawyer, PDF for signature and archiving. A new or amended constitution binds the company only once adopted, at incorporation or by special resolution under section 26 of the Companies Act, with the resolution lodged with ACRA. A shareholders' or founders' agreement takes effect when the parties sign. Once the documents match reality, update Bizfile, then file the annual return.
Common mistakes before filing
The first mistake is filing on autopilot: the corporate secretary submits the return and no director reads the particulars, which, from 20 October 2026, means confirming unchecked data. The second is the CEO question, answered "no" because nobody holds the title while a founder plainly runs the business. The third belongs to CLGs. The membership list lives in a spreadsheet kept by the secretariat, nobody has reconciled it with the Bizfile figure for years, and the filer confirms a number that is plainly wrong.
The fourth concerns officers themselves. A director changes address or passport and never tells the company, although section 173B requires it, so the update is never lodged and the error travels into the annual return. The fifth sits with constitutions. Directors amend the document, circulate a clean version and forget that an alteration binds the company only once the special resolution is passed and lodged with ACRA. Until then, the version on ACRA's file is the one a court or an investor will read.
Frequently asked questions
When does the new ACRA annual return confirmation apply?
The requirement commenced on 20 October 2026 under the Corporate and Accounting Laws (Amendment) Act Commencement (No. 2) Notification. ACRA's announcement does not distinguish by financial year, so treat every annual return lodged through Bizfile from that date as subject to the updated eform. The filer confirms the particulars of directors, CEO, secretary, auditors and relevant members, and answers the new CEO question. Review the records and lodge outstanding updates before submitting.
What is the deadline to file an annual return for a Pte Ltd in Singapore?
Under section 197 of the Companies Act 1967, a non-listed company lodges its annual return within 7 months after its financial year end, and a listed company within 5 months. Companies with a share capital that keep a branch register outside Singapore have 8 months if not listed and 6 months if listed. The AGM falls within 6 months for non-listed companies, unless a private company dispenses with it under section 175A. The annual return deadline applies either way, dormant companies included.
Does the CEO question apply if no one holds the title of CEO?
Yes. Section 4(1) of the Companies Act defines a chief executive officer by function: any person, by whatever name described, principally responsible for the management and conduct of the company's business or part of it. A managing director, a general manager or a founder running daily operations can all qualify. If such a person exists and was never lodged as CEO, notify ACRA before filing. Answering on the facts avoids a declaration that contradicts how the company operates.
Do companies limited by guarantee have to confirm their members?
Yes. A CLG has no share capital and keeps its own register of members, so ACRA only holds the total number of members last provided through Bizfile. From 20 October 2026, the filer confirms that this total is accurate when lodging the annual return. Non-profits that admit and lose members during the year should reconcile their internal register with the Bizfile figure beforehand. Clear constitutional rules on admission and removal make that reconciliation far simpler.
Is a Pte Ltd constitution template legally valid in Singapore?
Yes, provided it complies with the Companies Act 1967 and is properly adopted. A company may rely on the prescribed model constitution or adopt its own, at incorporation or later by special resolution under section 26, with the resolution lodged with ACRA. A template has no special status in itself: adoption by the members makes it binding. It should reflect the company's real share classes, board rules and transfer restrictions, and stay consistent with any shareholders' agreement.
Can I download the templates in Word or PDF format?
Yes. Every document in the Business templates section for Singapore companies downloads in Word and PDF once the questionnaire is complete. The Word version lets you or your corporate secretary make company-specific edits, while the PDF suits signing and record keeping. You can return to the questionnaire and regenerate a document after a change, for example when a new director joins or a shareholder exits, so the paper record keeps pace with Bizfile.
Can a director be liable for an inaccurate annual return?
Potentially, but the criminal offence requires knowledge. Under section 401(2A) of the Companies Act, a person who lodges a document with the Registrar, or authorises its lodgement, knowing it to be false or misleading in a material respect commits an offence. Directors also owe a duty of reasonable diligence under section 157, whose maximum penalty rose on 6 May 2026. Our article on how the higher section 157 penalty changes the risk for directors explains what boards should record to protect themselves.