Given the increasingly complex shareholding structures of business operators under the SEC’s supervision, it is necessary to review the definition of major shareholders to ensure that regulatory oversight fully extends to individuals who exercise ultimate control, and that these individuals can be assessed as having appropriate qualifications and being free from prohibited characteristics. This will help enhance transparency and credibility of business operators, as well as overall confidence in the capital market system.

In this connection, the SEC is seeking public comments on the proposed principles for reviewing the definition of major shareholders of derivatives business operators, as approved by the Capital Market Supervisory Board. The key elements include:
(1) Expanding the definition of a “major shareholder” to include any person who has the authority, directly or indirectly, to control the appointment or removal of not less than half of the total number of directors.
(2) Including in the determining of a “major shareholder” the shareholdings of spouses and minor children, as well as cases involving coordinated actions to exercise voting rights in the same direction, or arrangements whereby another person is authorized to exercises one’s voting rights (acting in concert).*  

The SEC will also prescribe detailed practical guidelines for the determination of major shareholders based on corporate ownership structures, such as the application of the proportional (pro-rata) method for calculating shareholdings, to ensure that regulatory oversight appropriately reflects actual ownership and ultimate control.

The consultation paper is available on the SEC website at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=1142 and on the Legal Hub at https://law.go.th/listeningDetail?survey_id=NjQ4OERHQV9MQVdfRlJPTlRFTkQ= Stakeholders and interested parties are welcome to submit comments and suggestions via the SEC website or by email at chawannuch@sec.or.th or kunpatu@sec.or.th. The public hearing ends on 13 February 2026.

Note: * Including cases of individuals cohabiting as a couple without legal marriage registration, regardless of gender identity, to reflect gender diversity.