Thailand Targets De Facto Control in the New Ministerial Regulation on Major Shareholders of Digital Asset Business Operators
Thailand continues to refine its regulatory framework for digital assets with the enactment of a new Ministerial Regulation on Conditions Requiring Digital Asset Business Operators to Obtain Approval for Persons Who Are Major Shareholders (the “Ministerial Regulation”). This Ministerial Regulation became effective on 21 February 2026 and establishes updated conditions and approval requirements for individuals or entities seeking to become or maintain their status as major shareholders in licensed digital asset businesses. This measure is part of the government’s broader efforts to ensure transparency, strengthen governance, and maintain robust oversight of the rapidly evolving digital asset sector.
Background
Thailand’s approach to digital asset regulation has evolved considerably in recent years. The Office of the Securities and Exchange Commission (the “SEC”) has developed an increasingly comprehensive regulatory framework to oversee digital asset business operators, including exchanges, brokers, and dealers. As part of this framework, the SEC has established requirements concerning major shareholders of licensed digital asset operators to ensure that persons holding significant stakes meet appropriate qualifications and do not pose risks to the integrity of the digital asset ecosystem.
The newly enacted Ministerial Regulation is the fourth amendment to these requirements, set out under the previous Ministerial Regulation dated 19 July 2018 (as amended). These efforts reflect the SEC’s ongoing commitment to adapting regulatory requirements in response to market developments and international standards.
Key Provisions of the New Ministerial Regulation
Under the new Ministerial Regulation, the definition of “major shareholder” has been revised to provide greater clarity and align with the SEC’s oversight objectives. A major shareholder is defined as “a person who holds shares in a digital asset business operator, whether directly or indirectly, exceeding ten percent (10%) of the total voting rights of such digital asset business operator, or who has control over the digital asset business operator or the shares of such digital asset business operator, in accordance with the rules prescribed by the SEC”.
The definition now includes persons who have the power to control or significantly influence the management or operations of the digital asset business operator, as well as shareholders who hold shares representing the proportion specified by the SEC’s notifications.
The Ministerial Regulation requires digital asset business operators to ensure that persons becoming major shareholders comply with prescribed qualification requirements, and to obtain the necessary approval within the stipulated timeframe. For operators whose shareholders already qualified as major shareholders under the amended definition before the new Ministerial Regulation’s effective date, the operators must submit the applications within 180 days from the date the new Ministerial Regulation became effective (21 February 2026).
Implications for Digital Asset Business Operators
The enactment of this Ministerial Regulation underscores the importance of corporate governance and shareholder oversight in the digital asset industry. Digital asset business operators licensed by the SEC must review their shareholder structures to ensure that all major shareholders meet the qualification criteria and have obtained the requisite approvals. Failure to comply with these requirements may result in regulatory consequences, including potential impacts on the operator’s license.
This Ministerial Regulation is consistent with Thailand’s broader strategy to promote itself as a regional digital asset hub while maintaining high standards of transparency and compliance with international norms, including those established by the Financial Action Task Force (FATF). By strengthening oversight of major shareholders, the government aims to enhance market confidence and protect investors participating in the digital asset ecosystem.
