In brief
The revised rules on Material Transactions (MT) and connected transactions or Related Party Transactions (RPT) aim to: (i) improve clarity and alignment with the current business environment; (ii) strengthen investor rights and protection; and (iii) increase flexibility by reducing compliance burdens for listed companies. The new requirements will take effect on 1 July 2026 and are applicable to companies whose shares are listed on the Stock Exchange of Thailand (SET) and Market for Alternative Investment (MAI) as well as some public limited companies that are subject to securities laws (e.g., offering new shares to the public, or delisted companies that fail to satisfy the criteria for cessation of all securities law obligations).
Key takeaways
- Improved clarity and updated framework - The rules enhance transparency through updated calculation and aggregation methods; clearer transaction classifications; expanded progress‑reporting obligations; and refined definitions that better align with current business practices.
- Strengthened investor protection mechanisms - Investor protection is reinforced through the introduction of new types of MT (such as lending and providing financial assistance), and shareholders’ veto rights (such as those triggered when the audit committee or Independent Financial Advisor (IFA) advises against the transaction), and through mandatory periodic and event‑based progress reporting. The SEC is also empowered to assess transactions based on their true substance over form, to prevent companies avoiding the rules.
- Increased flexibility by reducing compliance burden - The new regime introduces greater flexibility for companies, including broader exemptions such as intra‑group MT, arm’s‑length RPT, and circumstances where advance resolutions of a shareholders meeting allows the board of directors to act efficiently within pre‑approved frameworks.
Click here to access the full "Thailand: SEC Material and Connected Transaction Rules".
Ratsada Sampansakul and Manita Hengriprasopchoke, Associates, have contributed to this legal update.