Raymond Cheung
Chartered Actuary · CRO · Board Adviser · Singapore
ACRA's annual return changes from 20 October 2026 ask Singapore companies to confirm their officer records and say who performs the CEO role. It looks like a filing tweak. It is really a test of whether the board knows who runs the company.
When I was CEO of a Nasdaq-listed company, one of the first things our US counsel asked me to sign was a certification that I had personally reviewed the filings going out under my name. I treated it as a formality at first. Within a few quarters I realised it was the only point in the cycle where anyone forced me to check whether the public record matched how the company actually ran. [CONFIRM with Raymond: replace with a real episode if possible]
The second phase of the Corporate and Accounting Laws (Amendment) Act 2025 commenced on 20 October 2026. Most commentary has treated it as housekeeping: no more statutory meetings for public companies, shorter striking-off timelines, multi-year renewal for public accountants. One change deserves more attention from boards. When a company files its annual return, it must now confirm that ACRA's records of its directors, CEO, company secretary and auditors are accurate, and state whether any individual performs the CEO role.
Why a filing question is a governance question
That last question sounds trivial. In my experience it is not. In many Singapore companies, especially owner-led groups and subsidiaries of foreign parents, the person with the CEO title and the person who makes the decisions are not the same. The founder has stepped back on paper but still approves every senior hire. The regional head in Hong Kong runs the Singapore entity by email while the local managing director signs the documents.
“If your board cannot say in one sentence who performs the CEO role, the problem is not the annual return.”
Directors carry the accountability for that answer. A filing that names someone who does not actually run the company is now an inaccurate confirmation, not just a stale record. More importantly, it tells you the board's own map of accountability is wrong. That matters for CEO succession planning, for delegated authority, and for any regulator asking who was responsible when something went wrong.
What I would ask at the next board meeting
- Who, in practice, performs the CEO role, and does our filing say the same?
- When did the company secretary last reconcile our Bizfile particulars against our own registers?
- Who gives the annual return confirmation, and what do they check before they do?
- Do our delegations of authority point to the person we have named?
For most boards this is a fifteen-minute agenda item. I would still rather a board find the gap in its own meeting than in a regulator's letter. ACRA has been steadily raising what it expects of directors, from the ACRA and SID director training partnership to this. The direction is clear: directors are expected to know their own company, not just approve its paperwork.
Common Questions
What changed in ACRA's annual return from 20 October 2026?
Under the second phase of the Corporate and Accounting Laws (Amendment) Act 2025, companies filing an annual return must confirm that ACRA's records of their directors, CEO, company secretary, auditors and relevant members are accurate, and state whether any individual performs the CEO role. Companies limited by guarantee must also confirm their reported member count.
Who is responsible for the accuracy of a Singapore company's annual return?
The directors. A company secretary or corporate service provider usually prepares and files the return, but directors remain accountable for the information in it. Directors should ask what was actually checked before the confirmation is given.
What should a board do if the person running the company is not the named CEO?
Resolve it deliberately. Either formalise the real arrangement in the company's records and delegations, or change how the company is run so the named CEO genuinely holds that authority. Filings, delegations of authority and succession plans should all point to the same person.
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About the author
Raymond Cheung is a Chartered Actuary, C-suite executive and board adviser with more than 20 years of experience across Asia in risk management, insurance, ESG and corporate governance. He is the CEO of CER Consultancy and an accredited trainer at SMU Academy and the Singapore College of Insurance.