In brief
Effective from 16 August 2026, the Office of the Securities and Exchange Commission (SEC) issued the New Major Shareholder Regulations (as defined below), which expand the scope of persons considered to be major shareholders of securities, derivatives, and digital asset business operators (collectively referred to as the "SEC Regulated Business Operators") who are subject to SEC approval requirements. Under the New Major Shareholder Regulations, persons providing significant financing to, or otherwise exercising control over the acquisition of shares in the SEC Regulated Business Operators would also be deemed major shareholders and require SEC approval, unless an official exemption applies.
Separately, the SEC issued Public Hearing No. AorNorPor. 41/2569 re: Revision of Prohibited Characteristics of Major Shareholders of Securities, Derivatives, and Digital Asset Business Operators ("SEC Public Hearing No. 41/2569") proposing additional prohibited characteristics of major shareholders of the SEC Regulated Business Operator, including persons subject to certain SEC enforcement actions, civil sanctions, and specified financial crime-related proceedings. The proposed amendments remain subject to the SEC’s consideration.
In more detail
The key changes introduced under the (i) SEC Notification No. SorThor. 8/2569 re: Consideration of Major Shareholder of the Business Operator (No. 2) ("SEC Notification No. 8/2569"); and (ii) the Capital Market Supervisory Board (CMSB) Notification No. TorThor. 4/2569 re: Consideration of the Persons Being Beneficial Owners of Shares of Derivatives Business Operator ("CMSB Notification No. 4/2569") (collectively referred to as "New Major Shareholder Regulations"), which took effect on 16 August 2026, together with the additional amendments currently proposed under the SEC Public Hearing No. 41/2569, are summarized below.
- Scope of the major shareholder approval requirements before the amendments
For securities business operators and digital asset business operators, the major shareholder approval requirement applied only to persons holding, directly or indirectly, more than 10% of the voting shares, as well as persons exercising control (e.g., having the power to control the appointment or removal of directors constituting at least half of the total number of directors) over such business operator. The major shareholder approval requirement did not apply to significant financing providers of the major shareholders of the securities business operators and digital asset business operators.
Similarly, as the New Major Shareholder Regulations came into effect, under Section 25 of the Derivatives Act B.E. 2546 (as amended), major shareholder approval was required for persons holding shares or otherwise being regarded as beneficial owners of shares (including persons exercising control) of the derivatives business operator, above 10% of the voting shares. The major shareholder approval requirement did not apply to significant financing providers of the major shareholders of the derivatives business operators.
- Key changes under the New Major Shareholder Regulations
The New Major Shareholder Regulations broaden the scope of persons who may be subject to the SEC’s major shareholder approval requirements and introduce additional criteria for assessing ownership, control and financing arrangements of SEC Regulated Business Operators.
- Alignment of control concepts for derivatives business operators
Under CMSB Notification No. 4/2569, the criteria for identifying beneficial owners of shares of derivatives business operators have been expanded and further clarified. While the concept of a person exercising control already existed under Section 25 of the Derivatives Act, CMSB Notification No. 4/2569 introduces additional criteria for identifying such persons, bringing the regime for derivatives business operators more closely in line with the framework applicable to securities business operators and digital asset business operators. Examples include persons having the power to appoint or remove at least one-half of the directors and certain acting-in-concert arrangements.
- Significant financing provider of major shareholders
Under the New Major Shareholder Regulations, "significant financing" refers to the principal funding used to become a major shareholder in an SEC Regulated Business Operator, where such status could not have been achieved in the absence of that financing. Any person who provides the significant financing to, or otherwise exercises control over the acquisition of shares in the business operator by the relevant major shareholder, must be approved by the SEC unless an official exemption applies.
The concept is broadly defined and includes not only direct financial assistance, but also the provision of other assets or support arrangements, such as guarantees or other arrangements that have the effect of providing significant financing to a major shareholder, whether directly, indirectly, or through any intermediary.
The official exemptions to the above significant financing requirement include, for example, the granting of loans by financial institutions prescribed by the SEC and investment in debt instruments issued by the major shareholder of the securities company in a public offering under Thai securities law.
- Persons with common significant financing provider
In addition, where two or more persons share a common significant financing provider, their shareholdings shall be aggregated for the purpose of determining the total shareholding interest in the SEC Regulated Business Operator and determining whether such persons are considered as major shareholders of the relevant business operator (for which approval from the SEC is required).
- Alignment of control concepts for derivatives business operators
- Proposed expansion to the prohibited characteristics for major shareholders
In SEC Public Hearing No. 41/2569 issued on 17 July 2026, the SEC proposed additional prohibited characteristics for major shareholders of securities and digital asset business operators, supplementing those already prescribed in the Ministry of Finance (MOF) Notification re: Prescription of Conditions for Securities Company to seek Approval of the Major Shareholder (as amended) and the MOF Notification re: Prescription of Conditions for Digital Asset Business Operators to seek Approval of the Major Shareholder (as amended).
- Additional prohibited characteristics for major shareholders of securities and digital asset business operators
To ensure that the major shareholders of regulated securities and digital asset business operators do not have any characteristics that could compromise their credibility as major shareholders of the regulated entities, the SEC proposed expanding the list of prohibited characteristics to include:
- Persons who have been denied listing on, or removed from, the SEC’s database of directors and executives of listed securities issuers due to being deemed not sufficiently trustworthy to serve as a director or executive
- Persons subject to civil sanctions imposed by a competent authority for offenses involving unfair trading practices in securities, derivatives, or digital assets
- Persons subject to allegations, legal proceedings, or civil sanctions imposed by a competent authority in relation to money laundering offenses, offenses involving the financing of terrorism or the proliferation of weapons of mass destruction, or designation as a person engaged in terrorism or the proliferation of weapons of mass destruction under Thai law or foreign law
- Persons who have been denied listing on, or removed from, the SEC’s database of directors and executives of listed securities issuers due to being deemed not sufficiently trustworthy to serve as a director or executive
- Prohibited characteristics for major shareholders of derivatives business operators
To align the treatment of each type of SEC Regulated Business Operator, the SEC also proposed elevating the prohibited characteristics applicable to major shareholders of derivatives business operators to the same level as those applicable to securities and digital asset business operators.
SEC Regulated Business Operators will be required to review the qualifications of their major shareholders who were approved before the proposed amendments take effect. If a major shareholder is found to possess a prohibited characteristic, the SEC Regulated Business Operator must notify the SEC and remedy the non-compliance within 90 days of the proposed amendments’ effective date.
Looking ahead
The recent amendments and public hearing discussed above reflect the SEC’s continued focus on strengthening the assessment of ownership of and control over SEC Regulated Business Operators in order to safeguard and increase confidence in Thailand’s capital market. It is crucial for business operators, investors, and other stakeholders in Thailand’s capital market to keep an eye on regulatory developments, especially given the rapid changes in recent years.
For more details, please contact our team at Baker McKenzie.
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Ann Srikiatkhachorn and Yanisa Nilkhet, Associates, have contributed to this legal update.