Following the SEC’s revision of the rules for considering major shareholders of securities and digital asset business operators, which ensures that regulatory oversight extends to ultimate controlling persons, and which has been in effect since March 2026, the SEC has reviewed the definition of major shareholders for whom derivatives business operators are required to obtain SEC approval. This is to ensure consistency in the supervision of businesses under the SEC’s oversight up to the level of ultimate controlling persons and to enable such operators to maintain credible major shareholders.

The SEC has therefore issued the relevant rules* with the key provisions as follows:

            (1) The definition of major shareholder shall include any person who has the power, whether directly or indirectly, to control the appointment or removal of at least one half of the total number of directors;

            (2) The consideration of major shareholder status shall include spouses, persons cohabiting as spouses, and minor children, as well as cases where there is conduct indicating a common intention to exercise voting rights in the same direction or where a person authorizes another person to exercise his or her voting rights (acting in concert);

            (3) Derivatives business operators are required to review the status of their major shareholders to ensure compliance with the new rules and submit an application for approval to the SEC within 180 days from the effective date of the new rules for any major shareholder who meets the characteristics under the new rules but has not previously obtained approval under the previous rules.

In addition, to ensure consistency, the SEC has also prescribed guidelines for considering major shareholders of derivatives business operators, including the consideration of indirect shareholding proportions based on the pro-rata method and the consideration of significant funding providers to major shareholders. This will help enhance the transparency of shareholding structures and mitigate the risk of business operators being used as channels for money laundering or being controlled by capital groups financed with illicit funds. The rules took effect on 16 August 2026.

Note:

* Relevant notification: Notification of the Capital Market Supervisory Board No. Tor Thor. 4/2569 Re: Consideration of Persons with Beneficial Interests in Shares of Derivatives Business Operators, dated 11 August 2026 and effective on 16 August 2026.