You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

April 20, 2016

Lex Mundi Guide: ASEAN Regulations for Cross-Border Security Offerings

Lex Mundi

The ASEAN Regulations for Cross-Border Security Offerings guide, published by Lex Mundi, provides an overview of the regulations applicable to cross-border offerings of securities within ASEAN member states. The Thailand and Vietnam chapters of the guide, written by Kobkit Thienpreecha and Vinh Quoc Nguyen of Tilleke & Gibbins, cover the following topics:

Thailand

  • Regulatory Bodies: The Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand
  • Securities Offerings and Requirements: Foreign shares and exemptions
  • Foreign Debentures: Government bonds and corporate bonds
  • Foreign Collective Investment Scheme: Offering for sale shares in a foreign investment company
  • Marketing of Securities: Requirements of SEC approval, filing, and report of result of sale; definition of “offering for sale to the public;” and practical exemptions

Vietnam

  • Regulatory Bodies: The State Securities Commission of Vietnam, Ho Chi Minh Stock Exchange, and Hanoi Stock Exchange
  • Securities Offerings and Requirements: Offering shares to the public by a joint-stock company compared to listing shares of such a company on a stock exchange; and foreign issuer requirements
  • Marketing of Securities: General rules for domestic issuers and foreign issuers
  • Legends and Disclosure Requirements: Certificate for Public Securities Offering

Lex Mundi is the world’s leading network of independent law firms with in-depth experience in 100 countries worldwide.

RELATED INSIGHTS​ 

January 20, 2026
Thailand’s Board of Investment (BOI) has imposed new restrictions on foreign-majority shareholding and land ownership for companies in certain promoted activities. The changes took effect on September 1, 2025, but were not published in the Government Gazette until December 30, 2025, under Notification of the Board of Investment No. Sor. 7/2568 on the Amendment to List of Activities Eligible for Investment Promotion under Notification of the Board of Investment No. 9/2565, dated July 22, 2025. Foreign Land Ownership Restrictions Generally, foreign land ownership is one of the privileges granted to BOI-promoted companies, allowing them to own land to engage in the promoted activities. However, with these new restrictions, the BOI will no longer grant land-ownership privileges to foreign-majority-owned companies that conduct business activities in the following categories: Rolling, drawing, casting, or forging of nonferrous metals (category 5.4.9) Manufacturing of ferrous metal products or ferrous metal parts (category 5.4.11.2) Manufacturing of nonferrous metal products and/or nonferrous metal parts for industrial use (category 5.4.11.4) Manufacturing of other metal products, including other metal parts for industrial use (category 5.4.11.5) Manufacture of chemical products for industry (category 6.2) Manufacture of plastic products for industrial goods and parts (category 6.4.1) These restrictions do not apply to existing BOI-promoted companies that have at least three projects granted promotion under the same juristic person during the past 15 years (2011–2025) with total investment of at least THB 5 billion, excluding the cost of land and working capital. Foreign Shareholding Restrictions For companies to be eligible for BOI promotion in three other categories of business activities, at least 51% of the company’s registered capital must be held by Thai individual shareholders, unless the BOI-promoted activity is located within a special border economic zone as designated by the BOI. These three categories are: Manufacture of bags made of
January 16, 2026
As the Thai stock market faces a downturn, Thai investors have shown increased interest in depositary receipts (DRs), which offer the same tax benefits as Thai stocks while providing access to foreign securities. However, recent speculation in the media has raised concerns among regulators and the market, raising questions about whether DR issuers actually hold the underlying foreign securities purported to be backing the DRs. This has brought the structural integrity of DR programs under scrutiny. Why This Question Matters In global practice, DRs are understood to be backed by the foreign securities they reference, giving investors economic exposure that closely mirrors direct ownership. When the issuer does not hold the underlying securities directly, the risk profile shifts to the strength of its custodial, hedging, and liquidity arrangements. Those arrangements determine whether DR holders receive equivalent economic and voting rights, how corporate actions are transmitted, and whether conversions or redemptions can be completed in full and on time. In Thailand, the standardized DR disclosure templates and the express allowance for global custodians indicate a regulatory focus on transparency and structural safeguards that preserve these outcomes, even if the issuer’s name does not appear on the foreign share register. Thai Rules for DR Offerings Thai DR offerings are governed by specific Securities and Exchange Commission (SEC) notifications and standardized prospectus forms. These instruments establish the disclosure regime for DR structures, risk factors, and the issuer’s arrangements to support the DR program. The framework expressly contemplates the use of a global custodian, indicating that DR issuers are not required to hold the underlying foreign securities directly in their own name if sufficient controls and operational arrangements are in place for the issuer to deliver economic benefits and, where applicable, underlying securities to DR holders when required. More broadly, the relevant SEC
January 9, 2026
On January 7, 2026, the Central Bank of Myanmar (CBM) announced a further relaxation of foreign exchange regulations through Notification No. 2/2026, with an effective date of January 1, 2026. This notification reduces the mandatory conversion requirement for exporters’ earnings in foreign currency into Myanmar kyat (MMK). Under the new notification, exporters are required to convert only 15 percent of their foreign currency export earnings into MMK at official CBM reference exchange rates, down from the previous required minimum conversion level of 25 percent. The adjustment provides exporters with more flexibility to manage foreign currency, improving liquidity for international transactions and reducing cash flow pressure. However, companies must still comply with the foreign currency conversion procedures and timelines set out in the CBM’s Notification No. 12/2022.
January 6, 2026
Among the eight implementing decrees issued on December 18, 2025, to provide the legal framework for Vietnam’s new International Financial Centers (IFC), Decree No. 323/2025/ND‑CP serves the core function of officially establishing the IFC as a unified entity in two locations—Ho Chi Minh City and Da Nang—and setting out a plan for its development and governance. The key contents of the decree are summarized below. Location and Focus of IFCs The Vietnam International Financial Center in Ho Chi Minh City (VIFC‑HCMC) and the Vietnam International Financial Center in Da Nang (VIFC‑DN) are designed to attract capital, fintech, and international market participants under a dedicated regulatory framework. The IFCs will host functional zones for financial trading, banking, securities and commodities exchanges, offices, dispute resolution (via specialized court and international arbitration center), and related activities as set by the executive authority of each IFC. VIFC-HCMC, with a total area of 898 hectares in central Ho Chi Minh City, is oriented to develop a comprehensive and diverse financial ecosystem, providing traditional and specialized financial services, and leveraging synergies between financial services such as capital mobilization, investment, payment services, issuance and trading of financial products, asset management, fintech, and green financial services. VIFC-DN, with a total area of 300 hectares, is oriented to develop as a modern IFC, closely integrated with the innovation ecosystem, digital technology, and sustainable finance. VIFC-DN will establish a controlled testing platform for new financial models, taking the lead in the deployment and scaling of digital-asset products, digital payments, and specialized trading platforms and exchanges, while promoting supply chain finance, third-party services, and non-bank financial intermediaries to complement and support the traditional financial market, developing specialized, flexible, and innovative financial products. Near‑Term Priorities and Review Timeline In 2026, the government will prioritize completing the essential infrastructure and ensuring adequate