Effective 6 May 2026, ACRA has updated Form 45 (Consent to Act as Director and Statement of Non-Disqualification to Act as Director). The revised form introduces additional declarations for newly appointed directors, reinforcing director accountability and Singapore’s efforts to combat the misuse of companies for money laundering and other illicit activities.
If you are incorporating a new company or accepting an appointment as a director of a Singapore company, it is important to understand what has changed and what these new declarations mean.
What is Form 45?
Form 45 is a statutory document used to obtain a proposed director’s:
- Consent to act as a director; and
- Declaration that he or she is not disqualified from holding office as a director.
Companies are required to retain the completed form as part of their statutory records.
What Changed on 6 May 2026?
ACRA amended Form 45 to include two additional declarations. New directors must now confirm that:
1. They Are Not Disqualified Due to Certain Money Laundering Offences
The revised form requires a proposed director to declare that he or she has not been convicted of specified money laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992. This follows the commencement of Section 154(1)(a)(iii) of the Companies Act, which disqualifies such individuals from acting as company directors.
2. They Understand Their Duties as a Director
The revised form also requires directors to acknowledge that they:
- Understand their statutory obligations as directors;
- Will use the company only for legitimate business purposes; and
- Understand that regulatory or legal action may be taken if the company is used for unlawful purposes.
Who Is Affected?
The revised Form 45 applies to new director appointments made on or after 6 May 2026. This includes:
- Directors appointed during a new company incorporation;
- Additional directors appointed to existing companies; and
- Replacement directors appointed after a resignation or removal.
Importantly, existing directors who were appointed before 6 May 2026 are generally not required to complete a new Form 45 solely because of this amendment. The changes are intended for future appointments rather than existing ones.
Why Does This Matter?
The changes reflect Singapore’s continued focus on strengthening corporate governance and preventing the misuse of companies for unlawful activities. By requiring directors to explicitly acknowledge their legal responsibilities at the point of appointment, ACRA aims to ensure that directors understand the important role they play in safeguarding the integrity of their companies.
For directors, signing the revised Form 45 is more than an administrative formality. It is a personal declaration that:
- You meet the legal requirements to act as a director;
- You understand your responsibilities under Singapore law; and
- You will exercise oversight over the company’s activities and affairs.
What Should New Directors Do?
Before accepting a directorship, prospective directors should:
Understand Your Fiduciary and Statutory Duties
Directors are expected to act honestly, exercise reasonable care, skill and diligence, and act in the best interests of the company. The new declaration reinforces the expectation that directors understand these obligations before accepting appointment.
Conduct Appropriate Due Diligence
Before joining a company, directors should understand:
- The company’s business activities;
- Its ownership structure;
- Key stakeholders involved; and
- Any compliance or regulatory risks associated with the business.
The enhanced declarations underscore the importance of ensuring that a company is used only for lawful purposes.
Keep Proper Records
Companies should retain the signed Form 45 as part of their statutory records in accordance with the Companies Act. Directors should also keep copies for their own records.
Key Takeaway
The revised Form 45 does not fundamentally change the process of becoming a director. However, it places greater emphasis on director accountability by requiring new directors to:
- Confirm they are not disqualified due to specified money laundering-related offences; and
- Acknowledge that they understand their duties and responsibility to ensure the company is used only for legitimate business purposes.
For individuals considering a directorship in Singapore, the message is clear: Becoming a director comes with legal responsibilities. Directors should understand their duties and ensure the company is managed properly and used only for lawful business purposes from day one.