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SEC seeks public comments on draft notification extending the disposal period for treasury stocks of listed companies under ESOP



Wednesday 22 April 2026 | No. 84 / 2026


Bangkok, 22 April 2026 – The Securities and Exchange Commission (SEC) is seeking public comments on a draft notification regarding the exemption from the requirement to file a registration statement (filing) in cases where a listed company disposes of its treasury stocks (repurchased shares) to directors or employees of the listed company under an employee stock option program (ESOP). The draft notification also includes revisions to the criteria for extending the disposal period for such repurchased shares to align with the amended Ministerial Regulation on Share Repurchase issued by the Ministry of Commerce (MOC), to enabling listed companies to more effectively select a disposal timing that is consistent with market conditions and prevailing economic circumstances.
The MOC has issued the Ministerial Regulation Prescribing Rules and Procedures on the Repurchase of Shares, Disposal of Repurchased Shares and Deduction of Repurchased Shares of Companies (No. 3) B.E. 2568 (2025) (Amended Ministerial Regulation on Share Repurchase). One of the key amendments introduced under the regulation is an extension of the disposal period for repurchased shares in the case of securities listed on the Stock Exchange of Thailand (SET), in order to provide companies with greater flexibility in selecting an appropriate timing for disposal in line with market conditions.

Accordingly, the SEC is seeking public comments on the draft notification regarding the exemption from the filing requirement with the SEC in cases where a listed company disposes of its repurchased shares under an ESOP. Under the proposed criteria, a listed company may apply for an extension of the disposal period for its repurchased shares for a further period of up to two years, provided that all the conditions under the Amended Ministerial Regulation on Share Repurchase are met as follows:
(1) The listed company is unable to dispose of the repurchased shares within the period specified for the share repurchase, but not exceeding three years from the completion of the repurchase;
(2) The weighted average market price of the company’s shares over the three-month period prior to the date on which the board of directors resolves to convene a shareholders’ meeting is lower than the average repurchase price; and
(3) The listed company obtains approval from the shareholders’ meeting before the expiry of the prescribed period for the share repurchase.

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=1156 and on the Legal Hub (https://law.go.th/) at https://law.go.th/listeningDetail?survey_id=Njk0NkRHQV9MQVdfRlJPTlRFTkQ= Stakeholders and interested parties are welcome to submit comments and suggestions via the SEC website or by email at fundraisingpolicy@sec.or.th. The public hearing ends on 25 May 2026.


Note: * Key amendments under the amended Ministerial Regulation on Share Repurchase are summarized as follows: (1) Extension of the disposal period for repurchased shares of securities listed on the SET, providing listed companies with greater flexibility in selecting an appropriate disposal timing that aligns with market conditions; (2) Imposition of a cap on the number of shares that a listed company may repurchase; and (3) Removal of the breaking period, which was previously required before the commencement of a new share repurchase program, to enhance flexibility in capital management for listed companies.











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Securities and Exchange Commission
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No. 84 / 2026 Wednesday 22 April 2026
SEC seeks public comments on draft notification extending the disposal period for treasury stocks of listed companies under ESOP

Bangkok, 22 April 2026 – The Securities and Exchange Commission (SEC) is seeking public comments on a draft notification regarding the exemption from the requirement to file a registration statement (filing) in cases where a listed company disposes of its treasury stocks (repurchased shares) to directors or employees of the listed company under an employee stock option program (ESOP). The draft notification also includes revisions to the criteria for extending the disposal period for such repurchased shares to align with the amended Ministerial Regulation on Share Repurchase issued by the Ministry of Commerce (MOC), to enabling listed companies to more effectively select a disposal timing that is consistent with market conditions and prevailing economic circumstances.
The MOC has issued the Ministerial Regulation Prescribing Rules and Procedures on the Repurchase of Shares, Disposal of Repurchased Shares and Deduction of Repurchased Shares of Companies (No. 3) B.E. 2568 (2025) (Amended Ministerial Regulation on Share Repurchase). One of the key amendments introduced under the regulation is an extension of the disposal period for repurchased shares in the case of securities listed on the Stock Exchange of Thailand (SET), in order to provide companies with greater flexibility in selecting an appropriate timing for disposal in line with market conditions.

Accordingly, the SEC is seeking public comments on the draft notification regarding the exemption from the filing requirement with the SEC in cases where a listed company disposes of its repurchased shares under an ESOP. Under the proposed criteria, a listed company may apply for an extension of the disposal period for its repurchased shares for a further period of up to two years, provided that all the conditions under the Amended Ministerial Regulation on Share Repurchase are met as follows:
(1) The listed company is unable to dispose of the repurchased shares within the period specified for the share repurchase, but not exceeding three years from the completion of the repurchase;
(2) The weighted average market price of the company’s shares over the three-month period prior to the date on which the board of directors resolves to convene a shareholders’ meeting is lower than the average repurchase price; and
(3) The listed company obtains approval from the shareholders’ meeting before the expiry of the prescribed period for the share repurchase.

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=1156 and on the Legal Hub (https://law.go.th/) at https://law.go.th/listeningDetail?survey_id=Njk0NkRHQV9MQVdfRlJPTlRFTkQ= Stakeholders and interested parties are welcome to submit comments and suggestions via the SEC website or by email at fundraisingpolicy@sec.or.th. The public hearing ends on 25 May 2026.


Note: * Key amendments under the amended Ministerial Regulation on Share Repurchase are summarized as follows: (1) Extension of the disposal period for repurchased shares of securities listed on the SET, providing listed companies with greater flexibility in selecting an appropriate disposal timing that aligns with market conditions; (2) Imposition of a cap on the number of shares that a listed company may repurchase; and (3) Removal of the breaking period, which was previously required before the commencement of a new share repurchase program, to enhance flexibility in capital management for listed companies.