A funding provider or a person providing financial support to a major shareholder of a business operator may play an important role in influencing the operator’s business direction or decision-making and may reflect the ultimate controlling person. If such funding is linked to illegal activities, such as money laundering, it may pose legal risks, affect the credibility and reputation of business operators, as well as confidence in the capital market as a whole. The SEC has therefore revised the major shareholder criteria to include significant funding providers, with a view to enhancing transparency and increasing the effectiveness of supervision of business operators.

The SEC has therefore issued the relevant criteria,* which have been published in the Royal Gazette and took effect on 16 August 2026. The key principles are as follows:

(1) A person who is a “significant funding provider” to a major shareholder, whether directly or indirectly, in connection with the acquisition of shares in a business operator or shares in a juristic person that is a major shareholder of the business operator, shall be deemed a major shareholder and subject to SEC approval.

     A “significant funding provider” includes all forms of financial support, such as the provision of money or other assets, guarantees, contractual arrangements, or investment in other instruments, where such support results in the provider having the status of, or being equivalent to, a significant funding provider to a major shareholder, whether directly, indirectly or through any person. Persons acting as intermediaries or otherwise involved in providing such assistance shall also be taken into account in seeking SEC approval for major shareholders.**

(2) “Persons sharing the same significant funding provider”*** shall have their shareholdings or controlling power in the business operator aggregated for the purpose of determining major shareholder status, in the same manner as the aggregation of a spouse or minor children.

(3) An exemption from the examination of the shareholding structure at subsequent tiers (with major shareholder status considered only at the entity level) shall apply to entities designated by the SEC, such as ministries, sub-ministries, departments, public organizations, government agencies, or independent agencies established under specific legislation.

(4) The transitional provision shall require existing business operators to review and submit applications for approval for persons who fall within the scope of “significant funding providers” or “persons sharing the same significant funding provider” under the new criteria within 90 days from the effective date of the notification.

(5) The wording on the consideration of indirect shareholders shall be revised to be clearer and more appropriate, in line with the principles and intentions of the criteria that were previously subject to public hearing.

Mr. Anek Yooyuen, SEC Deputy Secretary-General and Spokesperson, said: “The SEC recognizes the importance of supervising intermediary business operators in both the capital and the digital asset markets to ensure that they are not used as channels for grey capital, money laundering, cybercrime, as well as significant violations of laws under the SEC’s supervision that may give rise to cross-sector risks. In this regard, business operators are required to comply with the prescribed regulations and give priority to the interests of investors. The revision of the criteria is therefore one of the proactive measures to enhance transparency, enable the identification of ultimate controlling persons, and increase the effectiveness of appropriate supervision in order to prevent and mitigate risks at an early stage and strengthen confidence among investors and in the capital market as a whole.”

Notes:

* Relevant notification: Notification of the Office of the Securities and Exchange Commission No. Sor Thor. 8/2569 Re: Consideration for Approval of Person to be Major Shareholder of Business Operator (No. 2), dated 11 August 2026 and effective on 16 August 2026.

** The requirement to obtain approval for major shareholders from the SEC does not apply to ordinary course transactions, such as lending by financial institutions established under Thai law or foreign financial institutions (limited to countries that are members of the Basel Committee on Banking Supervision (BCBS)) that operate in the same manner as commercial banks under Thai law, or lending for securities trading, among others.

*** Means persons who receive their principal funding from the same source of funding.