On September 15, 2021, Thailand’s Securities and Exchange Commission (SEC) announced a prospective new scheme that will enable small and medium enterprises (SMEs) and startups in Thailand to raise funds through public offerings. The SEC regulations to implement this new scheme are expected by the first quarter of 2022. Since 2019, the SEC has allowed SMEs and startups in Thailand to raise funds via private placements or crowdfunding. The new SEC scheme will allow SMEs and startups to raise funds on a larger scale via a new type of public offering (the so-called SME-PO). The SEC also plans to establish the “SME Board,” a secondary market for trading the stocks of SMEs. Under the new SEC scheme, SMEs and startups that wish to proceed with an SME-PO must be structured as public companies with investor protection mechanisms in accordance with the Public Company Act B.E. 2535 (1992). Although SEC representatives have previously indicated that SME-POs would be subject to an information-based approach instead of the normal approval process for public offerings, the September 15 announcement does not detail this further, beyond noting that the SEC may deem it appropriate in future to relax certain requirements such as filing for approval, appointment of an independent financial advisor, and fees. Investors in public offerings for SMEs and startups must be sophisticated investors who are risk-tolerant and well capitalized, such as institutional investors, private equity or venture capital firms, angel investors, or an SMEs’ own directors, employees, or affiliates. Tilleke & Gibbins will continue to follow the development of regulations for SME-POs, as the rules and criteria described here are still subject to change. For more information on fundraising alternatives for SMEs and startups, or on any aspect of capital markets regulations in Thailand, please contact Onunya Chanpen at [email protected] or Kobkit Thienpreecha

The financial year will now run from April 1 to March 31, from the 2022–2023 financial year onward, and October 2021 to March 2022 will be considered an interim budget period.

Lawyers from Tilleke & Gibbins’ Bangkok office have authored the Thailand chapter of the 2021 edition of Chambers & Partners Aviation Finance & Leasing Guide. John Frangos, partner and deputy director of Tilleke & Gibbins’ dispute resolution practice; Santhapat Periera, partner in the firm’s corporate and commercial department; and Nuanchun Somboonvinij, senior associate in the firm’s dispute resolution group, provided the Thailand update for the publication, which covers the most important legal developments affecting aircraft lessors, lessees, and financiers in 32 jurisdictions worldwide. The guide provides in-depth details on the legal regimes affecting all aspects of aircraft sale and purchase, aircraft and engine leasing, and aircraft debt finance, including sale and lease agreement terms; taxation; lease registration and enforcement; lease assignment/novation; insurance and reinsurance; debt structuring; securities; liens; and many others that affect the day-to-day operations of leading players in the aviation industry. Chambers and Partners’ Global Practice Guides provide in-house counsel with expert legal commentary focusing on practical legal issues affecting business, and enable readers to compare legislation and relevant procedures across a range of key jurisdictions. The full Chambers & Partners Aviation Finance & Leasing Guide—including the Thailand chapter—is available for free on the Chambers and Partners website, and the Thailand chapter be downloaded as a stand-alone PDF through the button below.

The new guidelines are intended to prevent the abuse of superior bargaining power, discrimination, and business obstruction when purchasers set credit terms with SMEs.