The SEC aims to enhance the supervision of major shareholders of securities and digital asset business operators to better reflect ultimate controlling persons, particularly in cases where a person provides financial support to a major shareholder. This is a significant issue, as such a person may play an important role in influencing the operator’s business direction or decision-making. If such funding is linked to illegal activities, such as money laundering, it may pose legal risk, affect the credibility, and reputation of the business operator, as well as the capital market as a whole.

Accordingly, the SEC sought public comments on the proposed principles in April 2026, and the majority of relevant stakeholders expressed their support. The SEC has therefore drafted the notification, with the following key provisions:

(1) A person who is a "significant funding provider" to a major shareholder, whether directly or indirectly, in connection with the acquisition of shares in a business operator or shares in a juristic person that holds shares in the business operator at every tier, shall be deemed a major shareholder and subject to SEC approval.

A "significant funding provider" includes all forms of financial support, such as the provision of money or other assets, guarantees, contractual arrangements, or investment in other instruments, where such support results in the provider having, or being equivalent to, significant funding provider to a major shareholder. Persons acting as intermediaries or otherwise involved in providing such assistance shall also be taken into account in seeking SEC approval for major shareholders.*

In addition, “persons sharing the same significant funding provider,” meaning persons who receive their principal funding from the same source, shall have their shareholdings or controlling power in the business operator aggregated for the purpose of determining major shareholder status, in the same manner as the aggregation of a spouse or minor children.
This is intended to enable proper verification of the source of funds, enhance transparency in assessing the major shareholder structure, and prevent the dispersal of shareholdings among multiple connected persons, which may affect the stability of the overall financial system.

(2) An exemption from the examination of the shareholding structure at subsequent tiers (with major shareholder status considered only at the entity level) shall apply to entities designated by the SEC, such as ministries, sub-ministries, departments, public organizations, government agencies, or independent agencies established under specific legislation, as their funding sources are already subject to government oversight and examination and therefore pose a low risk in terms of shareholding structure.

The consultation paper is available on the SEC website at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=1176 and on the Legal Hub at https://law.go.th/listeningDetail?survey_id=NzMxN0RHQV9MQVdfRlJPTlRFTkQ=. 

Stakeholders and interested parties are invited to submit comments via these websites or by email to 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 23 June 2026.

Note:

*The requirement to obtain approval for major shareholders from the SEC does not apply to ordinary course transactions, such as lending by financial institutions established under Thai law or foreign financial institutions (limited to countries that are members of the Basel Committee on Banking Supervision (BCBS)) that operate in the same manner as commercial banks under Thai law, or lending for securities trading, among others.