April 10, 2026
Following Thailand’s recent expansion of the “major shareholder” definition for securities and digital asset businesses, the Securities and Exchange Commission (SEC) launched a public hearing on April 7, 2026, on expanding the major shareholder definition further to cover funding sources behind share acquisitions in licensed securities and digital asset business operators.
The public hearing will remain open for 15 days from the launch date, after which the proposed expansion is expected to take effect promptly so that operators can comply with both the earlier and additional requirements within the 180-day transitional period under the earlier regulations.
Funding Sources Captured Under Control-Based Test
Under the draft rules, persons who fund direct or indirect major shareholders’ acquisition of shares in a licensed operator would be deemed “controlling persons” and subject to SEC approval as major shareholders. This extends beyond traditional lenders to include guarantors, counterparties to derivatives or structured products, and any arrangement that results in a person being, directly or indirectly, a source of funding to a major shareholder.
The SEC proposes to exempt three categories of funding arrangements from approval:
Loans from Thai licensed financial institutions or BCBS (Basel Committee on Banking Supervision)-jurisdiction foreign banks;
Margin loans for securities trading under Thai securities law; and
Repurchase agreements under Thai securities law.
Exemptions for Funding Sources of Government-Linked Entities
The consultation proposes to stop look-through beyond the level of certain government-linked shareholders, including, without limitation, ministries, departments, bureaus, public organizations, independent agencies, and certain state enterprises. The SEC reasons that these entities’ mandates, duties, and funding sources are already subject to government oversight and audit, presenting minimal ownership-structure risk.
Practical Implications
Licensed securities and digital asset business operators should begin mapping their funding chains under the expanded definition in preparation for filing approval applications for any newly captured funding providers within the 180-day window established by the notification of the Ministry