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SEC seeks public comments on draft notification to strengthen and promote the role of internal auditors for IPO companies



Friday 9 October 2026 | No. 219 / 2026


Bangkok, 9 October 2026 – The Securities and Exchange Commission (SEC) is seeking public comments on a draft notification related to proposed amendments to the regulations requiring companies seeking approval for initial public offerings of newly issued shares (IPO companies) and listed companies making secondary public offerings of newly issued shares (SPO companies) to have internal auditors with prescribed qualifications. The proposed amendments aim to strengthen and promote the role of such personnel in line with recognized professional standards for internal audit practices, as well as to strengthen confidence and protect investors.

This action is undertaken under the SEC’s efforts to enhance listed companies’ corporate governance and the practices of relevant parties, which include strengthening the role and promoting the duties of internal auditors and internal control systems to ensure the internal control efficiency of listed companies and prevent fraud or improper operations, thereby strengthening confidence and protecting investors in the Thai capital market. In this regard, the SEC proposed principles for amending the relevant regulations and conducted a public hearing in July 2026. Most respondents supported the proposed principles.

The SEC took into account the comments and recommendations received in developing the proposed amendments to the relevant notification and related documents. Accordingly, the SEC has prepared a draft notification proposing amendments to the relevant regulations to strengthen the role and promote the duties of internal auditors. The key proposed amendments are as follows:

            (1) Prescribing qualifications for internal auditors, both in cases where a company has an internal audit function (IA in-house) and where it engages internal auditors from an external internal audit service provider (IA outsource). Such internal auditors must meet all of the following qualifications:

                - Holding at least one internal audit certificate as prescribed by the SEC, with active status as of the date of filing the IPO or SPO application with the SEC; and

                - Having at least five years of work experience beneficial to the applicant’s business operations before the date of filing the application for approval to offer newly issued shares with the SEC. Of such five-year period, at least three years must be experience related to internal audit that the audit committee of the IPO or SPO company considers beneficial to the company’s business operations and related to internal audit.

            (2) Requiring IPO companies seeking listing on the Stock Exchange of Thailand (SET) or the Market for Alternative Investment (mai), and SPO companies listed on the SET or mai, that file an application with the SEC for approval to offer newly issued shares from 1 January 2028 onward to have internal auditors with the qualifications prescribed by the SEC.

            (3) Requiring IPO companies, SPO companies, and listed companies to disclose information on internal auditors in the registration statement for securities offering (Form 69-1) from 1 January 2028 onward and/or in the annual registration statement/annual report (Form 56-1 One Report) for fiscal years beginning on or after 1 January 2028, to ensure that investors have sufficient information to make investment decisions.

The consultation paper is available on the SEC website at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=1227 and on the Legal Hub at https://law.go.th/listeningDetail?survey_id=ODQ5NERHQV9MQVdfRlJPTlRFTkQ=. Stakeholders and interested parties are invited to submit comments through either website or by email to fundraisingpolicy@sec.or.th. The public hearing ends on 9 November 2026. 














Building Confidence in the Capital Market
NEWS
Securities and Exchange Commission
Corporate Communication and Investor Service Department
Tel. (66)2033-9502-5 E-mail: press@sec.or.th
No. 219 / 2026 Friday 9 October 2026
SEC seeks public comments on draft notification to strengthen and promote the role of internal auditors for IPO companies

Bangkok, 9 October 2026 – The Securities and Exchange Commission (SEC) is seeking public comments on a draft notification related to proposed amendments to the regulations requiring companies seeking approval for initial public offerings of newly issued shares (IPO companies) and listed companies making secondary public offerings of newly issued shares (SPO companies) to have internal auditors with prescribed qualifications. The proposed amendments aim to strengthen and promote the role of such personnel in line with recognized professional standards for internal audit practices, as well as to strengthen confidence and protect investors.

This action is undertaken under the SEC’s efforts to enhance listed companies’ corporate governance and the practices of relevant parties, which include strengthening the role and promoting the duties of internal auditors and internal control systems to ensure the internal control efficiency of listed companies and prevent fraud or improper operations, thereby strengthening confidence and protecting investors in the Thai capital market. In this regard, the SEC proposed principles for amending the relevant regulations and conducted a public hearing in July 2026. Most respondents supported the proposed principles.

The SEC took into account the comments and recommendations received in developing the proposed amendments to the relevant notification and related documents. Accordingly, the SEC has prepared a draft notification proposing amendments to the relevant regulations to strengthen the role and promote the duties of internal auditors. The key proposed amendments are as follows:

            (1) Prescribing qualifications for internal auditors, both in cases where a company has an internal audit function (IA in-house) and where it engages internal auditors from an external internal audit service provider (IA outsource). Such internal auditors must meet all of the following qualifications:

                - Holding at least one internal audit certificate as prescribed by the SEC, with active status as of the date of filing the IPO or SPO application with the SEC; and

                - Having at least five years of work experience beneficial to the applicant’s business operations before the date of filing the application for approval to offer newly issued shares with the SEC. Of such five-year period, at least three years must be experience related to internal audit that the audit committee of the IPO or SPO company considers beneficial to the company’s business operations and related to internal audit.

            (2) Requiring IPO companies seeking listing on the Stock Exchange of Thailand (SET) or the Market for Alternative Investment (mai), and SPO companies listed on the SET or mai, that file an application with the SEC for approval to offer newly issued shares from 1 January 2028 onward to have internal auditors with the qualifications prescribed by the SEC.

            (3) Requiring IPO companies, SPO companies, and listed companies to disclose information on internal auditors in the registration statement for securities offering (Form 69-1) from 1 January 2028 onward and/or in the annual registration statement/annual report (Form 56-1 One Report) for fiscal years beginning on or after 1 January 2028, to ensure that investors have sufficient information to make investment decisions.

The consultation paper is available on the SEC website at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=1227 and on the Legal Hub at https://law.go.th/listeningDetail?survey_id=ODQ5NERHQV9MQVdfRlJPTlRFTkQ=. Stakeholders and interested parties are invited to submit comments through either website or by email to fundraisingpolicy@sec.or.th. The public hearing ends on 9 November 2026.