Previously, the SEC revised the criteria for determining persons deemed to be major shareholders of securities and digital asset business operators (“business operators”) requiring approval, with a view to better reflect the ultimate controlling persons. The revised criteria have been effective since 4 March 2026.*

The SEC considers the “source of funds” or “financial supporters” of major shareholders of business operators to be another important issue, as any involvement of such sources of funds or financial supporters with unlawful activities—such as money laundering—may pose legal, credibility, and reputational risks for the business operators, as well as adversely affect the overall credibility in the financial system. Accordingly, to ensure that business operators have sources of funds or financial support from legitimate sources that can be appropriately verified, the SEC has proposed additional principles for determining persons deemed to be major shareholders. The key proposals are as follows:

(1) Any person who provides funding or financial support to a direct major shareholder of the business operator, or indirectly in the acquisition of shares of the business operator or shares of a legal entity that is a shareholder of the business operator, shall be deemed to be a major shareholder for which the business operator is required to obtain approval from the SEC.

For this purpose, the provision of significant funding shall include guarantors, contractual arrangements, or investments in any instruments that result in the financial supporter having the status of, or acting in substance as, a funding provider to such major shareholders, whether conducted directly or through any persons or intermediaries (excluding ordinary business transactions, such as lending by financial institutions established under Thai law or foreign financial institutions** operating in a manner equivalent to commercial banks under Thai law, or margin loans for securities trading).

(2)  In cases where a major shareholder is an entity specified by the SEC, such as a ministry, bureau, department, public organization, government agency, or independent agency established under specific legislation, the SEC shall require the business operator to examine the shareholding structure only at the entity level, since these entities are already subject to government supervision and oversight.

The consultation paper is available on the SEC website (www.sec.or.th) at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=1147 and on the Legal Hub (https://law.go.th/) at https://law.go.th/listeningDetail?survey_id=Njg0OURHQV9MQVdfRlJPTlRFTkQ= Stakeholders and interested parties are invited to submit comments through the SEC website or by email: chawannuch@sec.or.th and kunpatu@sec.or.th (for securities business operators),
or jirapat@sec.or.th and wasu@sec.or.th (for digital asset business operators). The public hearing ends on 22 April 2026.

Note:
* SEC News No. 52/2026 dated 5 March 2026 “SEC revises criteria for determining“major shareholders” of securities and digital asset business operators toinclude ultimate controlling persons”  
** Only countries that are members of the Basel Committee on Banking Supervision (BCBS)