Thailand’s Securities and Exchange Commission (SEC) has overhauled its approach to related-party transactions (RPTs) by issuing new rules that simplify approval processes while expanding oversight. Capital Market Supervisory Board Notification No. TorJor. 46/2568 will replace the longstanding Notification No. TorJor. 21/2551, which has governed RPT compliance for over a decade. The new regulation takes effect on July 1, 2026. Any RPT matters approved by a company’s board of directors or approved for shareholders’ approval before that date remain subject to Notification No. TorJor. 21/2551. The new RPT rules will introduce significant changes that market participants should carefully consider. Consolidated Definitions Under the previous framework, key definitions relevant to RPT compliance were dispersed across multiple sources, including SEC notifications, Stock Exchange of Thailand (SET) regulations, and provisions of the Securities and Exchange Act (before amendments). The new regulation consolidates these definitions into a single notification. Concepts such as “related party” and “connected person,” as well as relevant transaction categories, are now more systematically organized and written in greater detail. The SET has yet to issue corresponding regulations, which should include more detailed related disclosure requirements. Unified Threshold and Mandatory Board Approval The most significant change under the new regulation is the elimination of the multitiered approval framework based on transaction type. Instead of various categories, transactions are now classified as either (1) financial assistance provided to related persons, or (2) other RPTs in order to determine the level of corporate approvals and disclosures for each transaction size in these categories, but the concept remains the same. Under the previous regulation, RPTs were divided into small, medium, and large transactions, with differing approval requirements. The new regulation effectively merges the small and medium categories. As a result, all RPTs must now be approved by the board of directors as a baseline

Thailand’s Securities and Exchange Commission (SEC) has issued a new regulation on material transactions (MTs) to govern asset acquisitions and disposals by listed companies and their subsidiaries. The new notification on MT criteria (No. TorJor. 45/2568) from the Capital Market Supervisory Board replaces the long-standing notification (No. TorJor. 20/2551) that has governed such matters. The SEC has also introduced parallel amendments to the country’s related-party transaction rules. The new regulation will take effect on July 1, 2026. Any MT matters approved by a company’s board of directors for shareholders’ approval before that date remain subject to Notification No. TorJor. 20/2551. Following that date, the new MT rules will introduce several significant changes that market participants should carefully consider. Expanded Scope of Material Transactions One of the key changes under the new regulation is the expansion of the definition of MTs, which now expressly covers financial assistance and certain lease and business lease arrangements that are not in the ordinary course of business of the listed company or its subsidiaries. For financial assistance, this includes lending, granting credit, providing guarantees, or entering into any arrangement that increases the company’s financial obligations, particularly where the recipient is facing liquidity issues or unable to repay debts. Other forms of financial support also fall within scope. However, whether the provision of collateral for others qualifies as an MT remains somewhat unclear, since no disposal of assets occurs for the provider of collateral. This issue remains to be carefully considered. For lease-related transactions, the MT rules now specifically include the lease or hire-purchase of all or part of a business or assets operated by or belonging to a listed company or its subsidiaries. New Exemptions The new regulation introduces clearer exemptions for transactions between a listed company and its subsidiaries or among subsidiaries, which

Data center and cloud investments are forming a major focus of private-sector investment in Thailand, with tech giants like Amazon, Google, Microsoft, and TikTok, as well as numerous telecom and data center companies, committing significant outlays to data center and cloud development. The country’s Board of Investment (BOI) approved projects worth THB 1.87 trillion in 2025, and THB 746 billion of this was from planned data center investments—by far the largest amount from any single industry. Thailand’s swift rise as a regional data center hub is fueled by surging demand for cloud, AI, and digital services, as well as large-scale investments from global tech firms. The country’s strategic location, competitive power costs, robust fiber infrastructure, expanding IT talent, and supportive government policies—including BOI incentives and streamlined approvals—have made it an attractive destination for scalable and sustainable digital infrastructure investments. The BOI’s proactive approach in updating promoted categories and providing both tax and non-tax incentives further ensures Thailand’s continued growth in this sector. 2025 BOI Changes for Data Centers In the middle of 2025, the BOI responded to the remarkable trend by updating investment‑promotion categories across various sectors (e.g., machinery and electrical equipment, public utilities, digital and innovative industries) to accommodate growing investment in data‑center projects. Before the change, which was detailed in a notification that has applied to investment promotion applications submitted from July 1, 2025, onward, data‑center projects under BOI promotion were granted a single A1 incentive (an eight‑year corporate income‑tax exemption) and subject to one uniform set of conditions. The July 2025 notification restructured promotion for data centers into two categories based on power‑usage efficiency: high‑efficiency data centers and other data centers. Under these rules, qualified high‑efficiency data centers are eligible for an eight‑year corporate income tax (CIT) exemption, while for other data centers this exemption is

Tilleke & Gibbins has contributed an updated Vietnam chapter to Foreign Investment Review 2026, a recently published global guide to the legal and regulatory environment for foreign investment in 25 jurisdictions worldwide. Published and distributed by Lexology Panoramic, the guide discusses law and policy on oversight of foreign investment, regulatory frameworks, procedural requirements, and other important stipulations for foreign investors. The Vietnam chapter was prepared by Kien Trung Trinh, a partner in the Tilleke & Gibbins’ Hanoi office, Dung Thi Phuong Le, an associate in the firm’s office in Ho Chi Minh City, Nguyen Thi Huong Nguyen, associate in Hanoi, and Ngan Thuc Nguyen, paralegal in Ho Chi Minh City. The Vietnam chapter covers the following topics: Law and Policy: Government policies and practices, main laws and their scope of application (including details on investment promotional measures), definitions, rules for state-owned enterprises and sovereign wealth funds, relevant authorities and oversight, and national interest provisions. Procedure: Jurisdictional thresholds, national interest clearance, securing approval, the review process for competition clearance and associated penalties, involvement of authorities, facilitation of clearance, and post-closing regulatory powers. Substantive assessment: Substantive tests for clearance, authorities’ consultation with other countries and other relevant parties, transactional prohibitions and objections, mitigating arrangements and challenges to a decision, and protection of confidential information. Recent cases, updates, and trends: Relevant recent case law, key recent and ongoing developments. A PDF of the Vietnam chapter can be accessed through the button below. Tilleke & Gibbins also contributed the Cambodia, Laos, and Myanmar chapters to Foreign Investment Review 2026. Readers can also gain 30 days of complementary access to the full Foreign Investment Review 2026 guide and the rest of Lexology Panoramic’s varied offerings through this link.