During March – April 2025, the SEC conducted a public hearing on draft regulations concerning requirements for business operators unable to maintain net capital, client asset safeguarding, and the collection of client information and KYC. Most respondents agreed with the SEC’s proposal. 

The SEC has therefore revised the regulations on requirements for business operators unable to maintain net capital, with the following key points:

  (1) Revising the requirements for business operators unable to maintain net capital: Prescribing requirements in order, starting with suspending services of specific businesses that may pose systemic risks, transferring client assets and derivatives positions to new business operators, and closing out derivatives positions; 

(2) Exempting business operation restrictions: Allowing business operators – also engaged in digital asset businesses and unable to maintain net capital due to rapid increases in the value of digital assets in custody or the trading volume of digital assets – to apply for an exemption of business restrictions specifically for securities and derivatives businesses, on the condition that they can demonstrate sufficient liquidity to continue normal business operations in securities and derivatives;

(3) Revising the client asset custody rules: Granting an exemption for a transfer of client assets by allowing a business operator to proceed without obtaining client consent in cases where the business operator is unable to maintain net capital, in case of a transfer ordered by virtue of other laws and a transfer when the business operator intends to cease or transfer business operations according to license type; 

(4) Revising the rules for collecting client information and KYC: Granting an exemption for a business operator receiving a transfer of client assets to provide securities selling services and reduce derivatives positions for transferred clients while the client information collection and KYC is in process, provided that certain conditions are met.

The notifications of these revised regulations** have been published in the Government Gazette, taking effect from 1 September 2025 onward. 

Remarks: 

* Business operators unable to maintain net capital refer to those whose net capital fall below the minimum requirements. The requirements of net capital maintenance are:

  (1) Net Capital (NC) with liquid assets, after deducting total liabilities and risk adjustments, not less than the specified amount;   

(2) Net Capital Ratio (NCR), which is the ratio of NC to general liabilities (total liabilities and financial derivative liabilities minus special liabilities), plus assets required as collateral for derivatives business, not lower than the specified ratio;

(3) Net Capital for the Digital Asset Segment for those also operating digital asset businesses, taking into account custody risk (risk in custody of clients’ digital assets) and trading service risk (risk arising from digital asset trading volume), not lower than the prescribed rate. 

** Six relevant notifications are as follows: 

(1) Notification of the Capital Market Supervisory Board No. Tor Thor. 29/2568 Re: Custody of Client Assets of Securities Companies (No. 7): https://publish.sec.or.th/nrs/10847s.pdf 

(2) Notification of the Capital Market Supervisory Board No. Tor Thor. 30/2568 Re: Custody of Client Assets of Licensed Derivatives Brokerage Agents (No. 5): https://publish.sec.or.th/nrs/10848s.pdf 

(3) Notification of the Capital Market Supervisory Board No. Tor Thor. 31/2568 Re: Standards of Business Operations, Management Structures, Work Systems and Service Provision of Securities Companies and Derivatives Business Operators (No. 22): https://publish.sec.or.th/nrs/10849s.pdf 

(4) Notification of the Office of the Securities and Exchange Commission No. Sor Thor. 29/2568 Re: Repeal of Notification of the Office of the Securities and Exchange Commission regarding Calculation and Reporting of Net Capital Calculation by Business Operators and Requirements in Cases of Inability to Maintain Net Capital: https://publish.sec.or.th/nrs/10850s.pdf  

(5) Notification of the Office of the Securities and Exchange Commission No. Sor Thor. 30/2568 Re: Procedures for Net Capital Maintenance and Cases of Inability to Maintain Net Capital: https://publish.sec.or.th/nrs/10855s.pdf, and  

(6) Notification of the Office of the Securities and Exchange Commission No. Sor Thor. 31/2568 Re: Calculation and Reporting of Net Capital Calculation of Business Operators and Provisions in Cases of Inability to Maintain Net Capital https://publish.sec.or.th/nrs/10846s.pdf, together with Appendix 1: https://publish.sec.or.th/nrs/10844s.pdf and Appendix 2: https://publish.sec.or.th/nrs/10845s.pdf.