Thai SEC expands checks on major shareholder funding

Thailand’s Securities and Exchange Commission (SEC) has expanded its major-shareholder approval rules to cover people who provide significant funding to major shareholders of securities and digital asset business operators.

The revised criteria took effect on August 16 after being published in the Royal Gazette. Existing operators have 90 days from that date to review their ownership and funding structures and apply for SEC approval for anyone newly covered by the rules.

The regulator introduced the changes to improve scrutiny of funding sources and shareholding arrangements, identify people who may exercise effective control and reduce risks to investors, the public and the wider capital market.

Financial backers may influence a regulated operator’s direction or business decisions even when they do not appear as direct shareholders, the SEC explained. Funding linked to offences such as money laundering could expose operators to legal and reputational risks and undermine market confidence.

Significant funding providers brought under approval rules

Under the revised criteria, anyone providing significant direct or indirect funding to a major shareholder for the acquisition of shares in a regulated operator will be treated as a major shareholder for SEC approval purposes.

The same requirement applies when funding is used to acquire shares in a legal entity that is itself a major shareholder of a securities or digital asset business operator.

The definition of a “significant funding provider” covers various forms of financial support, including money, other assets, guarantees, contractual arrangements and investments in other financial instruments.

It also covers funding supplied directly, indirectly or through another person when the arrangement places the provider in a position equivalent to that of a significant financial backer.

Intermediaries and other people involved in arranging or providing the financial assistance may also be considered when the SEC reviews an application for major-shareholder approval.

Holdings linked to the same funding source aggregated

People who receive their principal funding from the same significant funding provider must be aggregated when determining whether they qualify as major shareholders.

The approach is similar to the existing aggregation of shareholdings involving spouses or minor children. Its purpose is to prevent ownership or control from being divided among several people funded by the same underlying source.

The SEC has also revised the wording governing indirect shareholdings to make the assessment criteria clearer and more consistent with the principles previously presented during public consultation.

Certain public-sector bodies will be exempt from further look-through examinations of their ownership structures. These include ministries, sub-ministries, departments, public organisations, state agencies and independent bodies established under specific legislation.

For these entities, the SEC will assess major-shareholder status at the organisational level without examining subsequent ownership tiers.

Existing operators given 90 days to conduct reviews

Securities and digital asset business operators already operating when the rules took effect must review their existing ownership and financial-support arrangements.

They must apply for approval for any person who now qualifies as a significant funding provider or as a person sharing the same significant funding provider under the revised criteria.

The applications must be submitted within 90 days of August 16.

The approval requirement does not cover ordinary commercial transactions. Exemptions include loans provided by financial institutions established under Thai law and loans from foreign financial institutions in jurisdictions that are members of the Basel Committee on Banking Supervision, provided they operate in a manner comparable to commercial banks under Thai law.

Financing provided for securities trading is also among the ordinary transactions excluded from the requirement.

SEC targets opaque funding and cross-sector risks

Anek Yooyuen, SEC deputy secretary-general and spokesperson, said the regulator was seeking to prevent capital-market and digital asset intermediaries from being used as channels for opaque funding, money laundering, technology-related crime and other serious offences under laws within the SEC’s supervisory remit.

Such threats may involve risks extending across different business sectors, requiring regulated operators to comply with the relevant rules and give priority to investors’ interests.

The amended criteria are intended to make the people exercising effective control more visible, strengthen supervision and address potential risks at their source before they affect investors or the wider market.

The rules were issued under SEC Office Notification No. Sor Thor. 8/2569 on the consideration of persons as major shareholders of business operators, dated August 11, 2026. The notification took effect on August 16.