SEC Proposes Additional Principles for Major Shareholders of Securities and Digital Asset Business Operators
1. Introduction
The Securities and Exchange Commission of Thailand (the “SEC”) has revised the definition of major shareholders for whom securities business operators and digital asset business operators (collectively, “Business Operators”) must seek approval. The SEC issued four notifications to implement the revised framework, comprising: (i) the Notification of the Ministry of Finance Re: Conditions for Securities Companies to Seek Approval for Persons Who Are Major Shareholders (No. 5) B.E. 2569 (effective 21 February 2026); (ii) the Notification of the Ministry of Finance Re: Conditions for Digital Asset Business Operators to Seek Approval for Persons Who Are Major Shareholders (No. 5) B.E. 2569 (effective 21 February 2026); (iii) the SEC Notification No. SorThor. 2/2569 Re: Consideration of Persons Who Are Major Shareholders of Business Operators (effective 4 March 2026); and (iv) the SEC Notification No. SorThor/Nor. 3/2569 Re: Factors for Considering the Seriousness of Conduct Constituting Prohibited Characteristics for Persons Who Are or Will Be Major Shareholders of Securities Companies (No. 2) (effective 4 March 2026).
The revised framework includes transitional provisions requiring Business Operators to review the major shareholder status of their shareholders under the new criteria and submit applications for approval of any shareholders who qualify as major shareholders under the new criteria but have not previously been approved, within 180 days from the effective date of the Ministry of Finance notifications.
The SEC considers the source of funds or financial support for Business Operators to be a matter of critical importance. If such funding or financial support originates from illegal activities, such as money laundering offenses, this may give rise to legal risks, credibility concerns, and reputational damage to the Business Operators, and adversely affect the overall reliability of the financial system.
The SEC has therefore sought public comments on the proposed additional principles for considering persons who are major shareholders of securities and digital asset Business Operators. The public hearing period is 15 days, with the deadline for comments falling on 22 April 2026. The key proposed principles are summarized below.
2. Key Proposed Principles
| Description | Existing Regulations | Proposed Principles |
| Persons with Control over Business Operators or Shares in Business Operators | Under the existing regulations, persons with one or more of the following characteristics are considered to have control over a Business Operator: (a) a person with the power to control the appointment or removal of at least half of the total number of directors of the Business Operator, whether directly or indirectly; and (b) a person with the power to control a majority of votes at a shareholders’ meeting of the Business Operator, whether directly or indirectly, or for any other reason. | The SEC proposes adding the following category of persons deemed to have control: a person who provides funding1 to a direct or indirect major shareholder for the acquisition of shares in the Business Operator or shares in a juristic person that is a shareholder of the Business Operator, unless such funding falls within one of the following exceptions: (a) lending by financial institutions established under Thai law pursuant to the Financial Institutions Business Act, or by foreign financial institutions operating in a manner similar to commercial banks under the Financial Institutions Business Act (limited to countries that are members of the Basel Committee on Banking Supervision (“BCBS”), such as the United Kingdom, the United States, (b) lending for securities trading under the Securities and Exchange Act; and (c) purchase of securities under a repurchase agreement under the Securities and Exchange Act. |
| Exemption from Examination of Shareholder Structures at Subsequent Levels | The SEC exempts funds, trusts, or investment schemes established under foreign law with a large number of investors (“Funds”) from examination of shareholder structures at subsequent levels, allowing Business Operators to consider major shareholder status at the Fund level only. This exemption covers general mutual funds, provident funds, social security funds, and the Government Pension Fund. | The SEC proposes to additionally exempt the following government entities from examination of shareholder structures at subsequent levels (i.e., major shareholder status will be considered at the entity level only)2: • ministries, sub-ministries, and departments; • public organizations, state agencies, or independent agencies established under specific legislation; and • state enterprises as announced by the State Enterprise Policy Office (“SEPO”) that are not listed companies on the Stock Exchange of Thailand. |
3. Conclusion
The SEC’s proposed additional principles for considering major shareholders of securities and digital asset Business Operators represent a significant step in strengthening the regulatory framework governing the ownership and control structure of Business Operators. By expanding the definition of persons with control to include providers of funds and introducing exemptions for government entities, the SEC aims to ensure that the approval process for major shareholders reflects the true controlling parties, promotes transparency, and mitigates the risk of illegal funding sources entering the capital market.
CMH will continue to closely monitor these regulatory developments and provide further updates when there are material developments or once the proposed principles come into effect. If you have any questions in relation to the issues raised in this newsletter, please contact the authors listed in the left-hand column.
____________________________________________________________
1The term “person who provides funding” also includes a person who acts as a guarantor, enters into a contract, or invests in any instrument that results in the counterparty providing financial assistance having the status of, or a status equivalent to, a provider of funds to a direct or indirect major shareholder, whether directly or through any person or intermediary.
2The rationale for this exemption is that such entities are government agencies or agencies established by law, whose missions, duties, and sources of funding are already subject to government oversight and audit, and therefore present a low risk in terms of shareholder structure.
