Following the SEC’s review of the definition of major shareholders of business operators requiring approval, the revised criteria are intended to ensure that the approval process also covers ultimate controlling persons. The initiative aims to ensure that such persons possess the required qualifications without any prohibited characteristics, thereby enabling business operators to maintain credible and properly qualified major shareholders. This, in turn, enhances transparency and mitigates risks to investors, the public, and the overall capital and digital asset markets. In this regard, the SEC previously conducted a public hearing on this matter in January 2026.

The SEC has therefore issued the relevant regulations* and published them in the Royal Gazette. The SEC notifications take effect on 4 March 2026, with the key principles as follows:
          (1) Revising the definition of “major shareholders” to include controlling persons;
          (2) Introducing an additional method for considering indirect shareholding based on the pro rata method;
          (3) Providing that shareholding and characteristics indicating controlling power shall include: 
                    - a spouse, including a cohabiting couple; 
                    - minor children; and
                    - persons whose conduct demonstrates a concerted intention to exercise voting rights in the same direction or to allow others to exercise their voting rights, as well as persons who have relationships or coordinated actions with others in a manner prescribed by the SEC (acting in concert).

In addition, transitional provisions require business operators to review the status of their major shareholders and seek approval for any individuals who qualify as major shareholders under the new criteria—who have not previously been approved under the former criteria—within 180 days from the effective date of the notifications.

Notes:

* Four relevant notifications are:  
1. The Notification of the Ministry of Finance Re: Prescription of Conditions for Securities Company to seek Approval of the Major Shareholder (No. 5) B.E. 2569 (2026), dated 6 February 2026. Effective from 21 February 2026
2. The Notification of the Ministry of Finance Re: Prescription of Conditions for Digital Asset Business Operators to seek Approval of the Major Shareholder (No. 5) B.E. 2569 (2026), dated 6 February 2026. Effective from 21 February 2026
3. The Notification of the Office of the Securities and Exchange Commission No. SorThor. 2/2569 Re: Consideration for Approval of Person to be Major Shareholder of Business Operator, dated 26 February 2026. Effective 4 March 2026.

4. The Notification of the Office of the Securities and Exchange Commission No. SorThor/Nor. 3/2569 Re: Prescribing Factors in Considering the Seriousness of Behavior as Prohibited Characteristics of Persons who are or will be Major Shareholders of the Securities Companies (No. 2), dated 26 February 2026. Effective 4 March 2026.