In brief
The Thai Securities and Exchange Commission (SEC) has released a public consultation document outlining regulations supporting the issuance of transition bonds and amber bonds, alongside enhancements to the guidelines for sustainable bond products. The document invites feedback from stakeholders and aims to bring Thailand's sustainable bond market in line with global standards, boosting transparency and trust in sustainable finance. The SEC is inviting public comments until 11 May 2026.
Key takeaways
Key highlights of the proposal include:
- The introduction of criteria for (1) transition bonds, designed to fund projects facilitating climate-related transition activities, particularly in sectors with high greenhouse gas emissions, and (2) amber bonds, which will finance projects classified as "amber activities" under the Thailand Taxonomy, such as certain natural gas power generation with specific emissions thresholds.
- Enhanced disclosure and ongoing reporting requirements, including the requirement to engage external review providers to certify relevant frameworks and confirm compliance with applicable standards, for sustainable bond offerings to non‑institutional investors, whether through traditional primary markets or crowdfunding platforms.
In more detail
The SEC's proposed updates bring changes to both new product offerings and compliance requirements, aiming to align Thailand's sustainable bond market with international standards.
- Introduction of transition bonds: These thematic bonds are specifically crafted to finance projects that enable a transition to a low-carbon economy. Target sectors include energy, heavy industry, and transportation — areas with the highest greenhouse gas emissions. Issuers must present credible, science-based transition plans and regular progress reports.
- Launch of amber bonds: Amber bonds will finance "amber activities" as defined by the Thailand Taxonomy. The consultation paper mentions projects that are not fully green but represent substantial improvements over conventional methods (e.g., natural gas power generation with emissions below a set threshold). The consultation paper also proposes criteria to distinguish amber bonds from green bonds, to mitigate greenwashing risks and clarify eligible use of proceeds.
- Enhanced sustainable bond regulations and level the playing field: The proposal updates the framework for other sustainable bond products (i.e., green, social, and sustainability bonds (GSSBs) and sustainability-linked bonds (SLBs)), introducing rigorous disclosure requirements and regular post-issuance reporting in line with requirements applicable to the transition bonds and amber bonds. Crowdfunding SLBs in a zero-coupon format will also be permissible.
- External reviewers and transparency: New safeguards will enhance disclosure to investors, particularly for offerings to non‑institutional investors, whether through traditional primary markets or crowdfunding platforms. This includes requirements for reports or assurance from external review providers and accessible information on project selection, use of proceeds, and ongoing performance against sustainability goals.
At a glance
Summary of requirements
This table summarizes the requirements for transition bonds, amber bonds, GSSBs, and SLBs as detailed in the SEC's consultation document. Please refer to the full SEC document for specific definitions and criteria.
| Requirement |
Transition Bonds | Amber Bonds | GSSBs | SLBs |
| Use of proceeds |
Must finance projects supporting transition to low-carbon economy; clear transition plans required | Supports activities that are not fully green but represent significant improvement; must meet "amber" criteria under the Thailand Taxonomy |
Proceeds used for eligible green/social/ sustainability projects |
Use of proceeds not specified; linked to sustainability performance targets (SPTs) |
| Framework and external review provider |
Mandatory if it is an offering to non‑institutional investors (public offering or offering to high-net worth investors or ultra high-net worth investors) whether through traditional primary markets or crowdfunding platforms |
|||
| Change of use of proceeds |
Allowed only if changes comply with the finance framework and the terms and conditions for bonds |
Allowed only if changes comply with the finance framework, the terms and conditions for bonds, and the Thailand Taxonomy |
Allowed only if changes comply with the finance framework, the terms and conditions for bonds, and the ASEAN or Thailand Taxonomy |
• Not applicable • The obligation to report changes to external review providers will end when new regulations take effect. |
| Post-issuance reporting |
Annual reporting (at minimum) on use of proceeds and description of projects and disclosure upon the occurrence of any events that have a material impact on the projects |
Reporting on KPIs, SPTs, and changes to bond characteristics for the test year |
||
Looking ahead
According to the consultation paper, the SEC anticipates that the new regulations will take effect in the third quarter of 2026. These initiatives underscore the SEC's ongoing commitment to advancing Thailand toward a low-carbon society and supporting broader sustainability development goals. Stakeholders are encouraged to closely follow further developments.
For more details, please contact our team at Baker McKenzie.