As part of its review of the definition of major shareholder applicable to derivatives business operators required to obtain approval, the SEC aims to ensure that the definition appropriately reflects ultimate controlling persons and enables such operators to maintain credible major shareholders, as well as to ensure consistency in the supervision of businesses under the SEC’s oversight. In this regard, the SEC conducted a public hearing on the aforementioned principles during January–February 2026, during which most stakeholders expressed agreement with the proposed principles. Accordingly, the SEC has drafted the relevant notification, with the key details as follows:

    (1) To stipulate that 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) To stipulate that the consideration of major shareholder status shall include a spouse* 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) To require derivatives business operators 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, in respect of any major shareholder who meets the characteristics under the new rules but has not previously obtained approval under the previous rules.

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=1153 and on the Legal Hub (https://law.go.th/) at https://law.go.th/listeningDetail?survey_id=NjkwN0RHQV9MQVdfRlJPTlRFTkQ= 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. The public hearing ends on 1 May 2026.

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