Thailand’s Ministry of Finance and Securities and Exchange Commission (SEC) have issued regulations broadening the criteria for determining who qualifies as a “major shareholder” of licensed securities and digital asset business operators. Under relevant SEC regulations, major shareholders of a regulated entity must obtain regulatory approval and undergo screening by the SEC. The revised framework introduces both shareholding-based and control-based tests to determine which shareholders require regulatory approval for a wider range of indirect ownership structures and de facto control. The Ministry of Finance notification took effect on February 21, 2026, while the SEC’s clarifying rules took effect on March 4, 2026. These changes aim to enhance transparency around beneficial ownership and strengthen regulatory oversight of entities operating in Thailand’s capital markets. Expanded Definition Under the revised framework, a “major shareholder” now includes persons who directly or indirectly hold more than 10% of the voting rights in a regulated company, as well as persons who exercise control over the regulated company or its shares. This system of two separate tests, based on both shareholding and control, differs from the prior regime, which focused primarily on shareholding thresholds and applied a more limited method for determining indirect shareholdings. The two tests (detailed below) operate independently of each other, and any person identified by either of the tests will be deemed a major shareholder. Shareholding-Based Test Broadens Indirect Ownership Attribution For the shareholding-based test, the SEC recognizes two existing methods for identifying indirect ownership, together with a new proportional attribution method. Any person captured under these methods, which are described below, will be regarded as a major shareholder of the regulated company and must obtain SEC approval as a major shareholder. First, the existing framework continues to apply to both first-tier and chain ownership structures. Approval is required for (1) first-tier

Tilleke & Gibbins has updated the Vietnam chapter in the newly released Licensing 2026 guide, published by Lexology Panoramic. The comparative guide provides companies and other interested readers with information on licensing law and practice in various countries around the world. Licensing 2026 provides detailed information on the following topics: Restrictions, laws and licensing arrangements Intellectual property issues: Paris Convention for the Protection of Industrial Property, contesting the validity of licensor’s IP rights, invalidity and expiry of IP rights, security interests, proceedings against third parties, sublicensing, jointly owned IP, first to file, scope of patent protection, trade secrets, copyright Software licensing: Perpetual licensing, legal requirements, user restrictions Royalties and payments, currency conversion, and taxes: Relevant legislation, restrictions, taxation of foreign licensors Competition law issues: Restrictions on trade, legal restrictions, and IP-related court rulings Indemnification, disclaimers, and damages: Prevalence and enforceability of indemnity provisions and contractual waivers of damages Termination: Right to terminate, impact of termination Bankruptcy: Impact of licensee or licensor bankruptcy Dispute resolution: Governing law, arbitration, enforceability, injunctive relief, contractual waivers The Vietnam chapter is available below as a PDF. Readers can gain 30 days of complementary access to the full Licensing 2026 guide and the rest of Lexology Panoramic’s varied offerings through this link.

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