SEC Consults on Expanded Major Shareholder Rules for Securities and Digital Asset Operators

Introduction

Further to our newsletter dated 20 April 2026 LINK, the Securities and Exchange Commission of Thailand (the “SEC”) proposed additional principles for identifying the persons who are major shareholders in respect of whom securities business operators and digital asset business operators (collectively, “Business Operators”) must seek SEC approval. The SEC has since completed a public hearing on the proposed principles (7 to 22 April 2026), as well as a further hearing on the initial draft notification (8 to 23 June 2026). 

Having considered the comments and observations received during those consultations and incorporated the substantive points raised into the revised draft, the SEC opens a new round of public hearing on its proposed revised draft Notification Re: Consideration of Persons Who Are Major Shareholders of Business Operators (the “Draft Notification”). The public hearing is open for 7 days, and comments are due by 3 August 2026.

The Draft Notification provides that certain rules on control, significant funding, and aggregation will not apply to certain major shareholders specified by the SEC. This mechanism builds on the April 2026 proposal to exempt certain government entities from further shareholder-structure look-through.

The objective of the Draft Notification remains unchanged: to ensure that the approval process for major shareholders identifies the true controlling persons behind Business Operators, which would in turn require the Business Operators to ensure that their major shareholders are credible and suitable. More broadly, these new rules are intended to enhance transparency and mitigate risks to investors, the public, and the capital market as a whole.

Set out below is a summary of the key revisions in the Draft Notification. 

Key Revisions in the Draft Notification

1)    Revised Indirect Shareholding Criteria

     Under the Draft Notification, a person will be considered an indirect shareholder of a Business Operator in any of the following circumstances: 

          (a)    the person is a first-tier shareholder in one or more juristic persons that are direct shareholders of the Business Operator, and those direct shareholders together hold more than 10% of the total voting rights in the Business Operator;

          (b)    the person is the ultimate shareholder in a juristic person that is a direct or indirect shareholder of the Business Operator, holding more than 50% of the total voting rights in the previous-tier shareholders through an unbroken chain; or 

          (c)    the person is the ultimate shareholder in a juristic person that is a direct or indirect shareholder of the Business Operator and, when calculated on a pro rata basis, the person’s direct or indirect shareholding in the Business Operator exceeds 10% of the total voting rights. 

     These revisions clarify how shareholdings are aggregated where a person holds shares in a Business Operator indirectly through multiple direct-shareholder entities, and confirm coverage of ultimate shareholders in two-tier corporate structures.

2)    New Control Category: Providers of Significant Funding

     The Draft Notification introduces the concept of “Significant Funding” defined as the principal funding used by a recipient to enable the recipient to become a major shareholder of a Business Operator and without which the recipient would not have been able to do so. However, this definition excludes funding provided by Thai or foreign government agencies.

     In determining whether a person is a provider of Significant Funding, consideration will be given to whether the person has provided financial assistance in the form of money or other assets, acted as guarantor, entered into a contract, or invested in any other instrument that that place the person in a position of, or a position equivalent to that of, a provider of Significant Funding. Persons acting as intermediaries or otherwise facilitating the provision of financial assistance to shareholders will also be treated as providers of Significant Funding.

3)    Aggregation Rules

     The Draft Notification sets out aggregation rules intended to prevent a person from circumventing the major-shareholder approval requirement by dispersing ownership, voting power, or control across related persons, coordinated shareholders, nominee-like arrangements, or persons funded by the same provider of Significant Funding.

     The aggregation rules apply when assessing direct shareholdings, indirect shareholdings under Clause 4, and control under Clause 5(1) (control over the appointment or removal of directors) and Clause 5(2) (majority-vote control) of SEC Notification No. SorThor. 2/2569 Re: Consideration of Persons Who Are Major Shareholders of Business Operators. The holdings or control of persons falling within any of the following categories will also be aggregated:

     (a)    spouses or cohabiting partners;

     (b)    minor children;

     (c)    persons who share a common intention with another person to exercise their voting rights in the same direction, or to allow another person to exercise those voting rights, for the purpose of jointly controlling voting rights or jointly controlling the Business Operator, and whose conduct or relationship with the other person falls under the categories listed below:

           (i)    agreements to exercise voting rights in the same direction; 

           (ii)    agreements to jointly manage the business;

           (iii)    a common source of funding or joint fundraising behavior aimed at obtaining control;

           (iv)    standstill arrangements;

           (vi)    holding arrangements involving partnership, company, or other juristic person under which a partner, director, or employee appears to hold shares on behalf of, or jointly with, that entity;

           (vii)    gifts or transfers of shares other than gifts made in the course of an ordinary relationship between parents and their adult children; and

           (viii)    agreements to sell shares at a low price without reasonable cause, other than transactions between parents and their adult children; and 

     (d)    persons sharing the same provider of Significant Funding. 

     As a practical matter, the breadth of these aggregation rules means that Business Operators should not assess major shareholder status solely by reference to the percentage held by each registered shareholder. They should also map out family relationships (spouses, cohabiting partners, and minor children), voting arrangements, joint management arrangements, funding sources, standstill arrangements, recurring voting delegations, nominee-like holding arrangements, non-customary gifts or transfers of shares, low-price transactions without reasonable cause, and persons sharing the same provider of Significant Funding, all of which may trigger aggregation and bring additional persons within the scope of the major shareholder approval requirement

4)    Transitional Provisions

     The Draft Notification includes a transitional provision requiring Business Operators that have any existing shareholders who qualify as major shareholders, or any persons whose shareholdings or control are required to be aggregated, under the new provisions concerning providers of Significant Funding or  concerning persons sharing the same provider of Significant Funding, to file applications for SEC approval of the relevant major shareholders within 90 days of the effective date of the notification.

Conclusion

The SEC’s revised Draft Notification represents a further development in the ongoing reform of the major shareholder approval framework for securities and digital asset Business Operators. By introducing the concept of the provider of Significant Fund, refining indirect shareholding criteria, and establishing broader aggregation rules, the Draft Notification aims to ensure that the approval process captures the true controlling persons behind Business Operators and to mitigate risks associated with undisclosed or illegal sources of funding in the capital market. 

Chandler Mori Hamada will continue to closely monitor these regulatory developments and provide further updates once the notification is officially issued. If you have any questions in relation to the issues raised in this newsletter, please contact the authors listed above.