SEC Assistant Secretary-General Praoporn
Senanarong said: “The debt crowdfunding* scheme is part of the SEC’s regulatory
efforts to support the governmental policy on promoting
greater access to alternative financing resources for SMEs and startups to raise
fund and expand their business growth. The new scheme follows a similar regulatory
framework governing the existing equity crowdfunding rules.
to the new regulations, an eligible fundraiser for the crowdfunding scheme must
be a Thai company having a clear business plan. With respect to financing
limit, an SME or a startup may raise capital from retail investors at the
maximum amount of 20 million baht during the first 12 months and at total not
more than 40 million baht (equity and debt combined) throughout the whole
project. The fundraiser is also required to report the offering results to the
Interested investors are advised to study
the crowdfunding scheme carefully from all angles before making an investment
decision, from the opportunities and the associated risks to the terms and
conditions. This is because applicants for the crowdfunding option are
generally SMEs and startups with a small business size or at the initial stage
of their operation, and thus exposed to high risks, including business risk, obligations
of the offered debts, trading channels and transfer limitation.
In addition, to manage risks and potential impacts on investors, the new
crowdfunding regulations prescribe the investment limit of 100,000 baht per
business (equity and debt combined) and the annual investment limit of 1
million for each retail investor. There is no investment limit for non-retail
The crowdfunding must be conducted through
a funding portal approved by the SEC. Funding portals play the pivotal role of
screening eligible companies and overseeing their information disclosure. The
SEC does not grant an approval for each crowdfunding project or supervise pre-offering
To be eligible for a funding portal approval,
an applicant must have the same qualifications and work systems required for
equity crowdfunding, and must also have a system for assessing credit
worthiness and risks of the debt fundraisers. Currently, there are several companies
interested in applying for an approval to operate a debt funding portal
In addition, the SEC has amended the
overall crowdfunding requirements to be more consistent with other regulations.
This includes the revision to the definitions of private equity trust and
venture capital business in line with the digital token offering rules, and the
amendments to the rules governing equity trading in the secondary market in
line with the primary market offering rules.
debt crowdfunding regulations have come into force since 16 May 2019. Earlier,
the proposed regulations completed the focus group and public consultation
sessions on 28 January 2019. Those interested in applying for a funding portal approval
can view the related regulations at www.sec.or.th.
is a method for raising fund from investors through a funding portal on the
Internet. It is another channel for SMEs and startups to access capital sources
through issuance and offering for sale of equity or debt securities.
** Non-retail investors are institutional investors,
venture capital businesses, private equity trusts and qualified investors.