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

October 30, 2024

New Thai SEC Guidelines Simplify Market Entry for Foreign Securities Businesses

Subscribe to Updates

On September 18, 2024, Thailand’s Securities and Exchange Commission (SEC) issued comprehensive guidelines to make it easier for foreign business operators to provide investment services in Thailand. These guidelines are designed to support Thailand’s goal of becoming a global financial hub and align with government efforts to enhance the ease of doing business.

The guidelines primarily focus on streamlining the process for foreign firms applying for securities and derivatives licenses, and ensuring quicker and more transparent entry into the Thai market for businesses offering securities (such as shares, mutual funds, and collective investment schemes) and derivatives (such as futures and options).

Fast-Track Licensing

Under the new guidelines, the SEC will provide support to foreign companies wishing to operate securities businesses in Thailand. This support includes a fast-track licensing process for foreign operators that meet certain qualifications, such as having a company incorporated in Thailand, having operated a system of group companies for at least five consecutive years, and being supervised by a regulator under the IOSCO MMoU (International Organization of Securities Commissions Multilateral Memorandum of Understanding).

The SEC will also collaborate with the Ministry of Commerce to grant exemptions from the requirement of a foreign business license for companies providing certain services relating to or supporting securities or derivatives businesses, such as net asset value calculation/confirmation for mutual funds, and promotion of capital market products. Applying for foreign business licenses has long been a complicated process for foreign operators, and this exemption can help reduce such complications.

Targeted License Exemptions to Reduce Regulatory Burdens

Foreign operators providing specific investment services may be exempt from full securities and derivatives licensing requirements, saving time and costs associated with the full licensing process, and allowing them to start their businesses quickly and efficiently. Key exemptions include:

  • Foreign operators providing derivatives services solely to institutional investors are only required to register as derivatives dealers. This is a light-touch approach compared to the stricter requirements of a license.
  • Foreign operators (i) offering investment advice under qualified actions/protocols, or (ii) assisting Thai investors in offshore investments through locally licensed intermediaries are exempt from licensing.

Flexibility for Limited Operations in Thailand

Under the guidelines, the SEC continues to allow flexibility to businesses wishing to maintain a smaller footprint in Thailand. Foreign operators are able to:

  • Set up a representative office in Thailand to gather market intelligence, provided the activities of the office do not involve the operation of a securities business or the offering of securities in Thailand. The establishment of a representative office is still subject to SEC approval.
  • Outsource non-core operations, such as research or back-office support, to local firms.

Despite the SEC’s increased support and flexibility, foreign operators are recommended to consult local experts before entering the Thai market due to the complexity of the laws and penalties.

For further guidance on how your business can benefit from these streamlined processes, or any practical guidelines for marketing securities/derivatives products in Thailand, or to apply for licenses, contact our experts Kobkit Thienpreecha at [email protected], Patcharaporn Pootranon at [email protected], Veerakorn Samranweth at [email protected], or Nutavit Sirikan at [email protected].

Related Professionals

Practices

Capital Markets

Location

RELATED INSIGHTS​ 

September 2, 2026
On August 21, 2026, Thailand’s Securities and Exchange Commission (SEC) published two consultation papers that would broaden regulated access to crypto assets while tightening custody standards. The first proposes a framework for establishing crypto exchange-traded funds (crypto ETFs) in Thailand. The second proposes enhanced qualification requirements for foreign digital asset custodians serving mutual funds and private funds that invest in digital assets. The proposals seek to expand regulated access to crypto assets while strengthening custody, governance, disclosure, and investor protection, and they affect fund managers, trustees, and licensed digital asset operators. Comments on both papers are due by September 20, 2026, and the SEC expects the resulting rules to take effect later in 2026. Elevating Foreign Custodian Standards Under current rules in effect since January 16, 2025, mutual funds and private funds investing in digital assets may use foreign custodians that meet qualifications similar to those set for domestic digital asset business operators. The SEC now proposes that foreign digital asset custodians satisfy two cumulative requirements: Compliance with the existing baseline qualifications: demonstrated expertise, robust cybersecurity measures, segregation of client assets, controls preventing unauthorized asset transfers, and sound financial standing. Supervision by a regulator that is either (1) an IOSCO Signatory A member under the Multilateral Memorandum of Understanding, the international arrangement through which securities regulators share information and cooperate on enforcement, or (2) a regulator in a jurisdiction that the Thai SEC designates as having adequate supervisory and investor protection standards. The SEC is initially considering 11 jurisdictions for the approved-country list: France, Germany, Hong Kong SAR, Ireland, Japan, Liechtenstein, Luxembourg, Malaysia, Singapore, South Korea, and the United States. The SEC may expand this list over time based on its assessment of other jurisdictions’ regulatory frameworks governing custodian licensing, asset segregation, secure custody practices, client rights in insolvency,
Read More
August 20, 2026
As part of its membership in Lex Mundi, Tilleke & Gibbins has released the latest edition of its Guide to Doing Business in Thailand, providing an overview of the legal, regulatory, and commercial considerations for companies establishing or expanding operations in Thailand. The 2026 edition offers practical insight into the country’s business environment, investment framework, and operational requirements. The guide covers a wide range of topics relevant to foreign and domestic investors, including: Investment incentives and promotion schemes Financial facilities and banking regulations Exchange controls and money transfers Import and export regulations Business structures and incorporation options Requirements for establishing a business Operational and compliance considerations Business cessation and insolvency procedures Employment and labor laws Taxation Immigration and visa requirements Prepared by Tilleke & Gibbins lawyers across multiple practice areas, the publication outlines key aspects of doing business in Thailand, including foreign investment restrictions, regulatory compliance obligations, corporate structures, employment requirements, and recent legal and economic developments affecting investors. The publication forms part of Lex Mundi’s Country Guides series, a global collection of jurisdiction-specific reference materials prepared by member firms around the world. Together, these guides help companies evaluate opportunities, compare regulatory environments, and plan international business activities across multiple markets. The full Guide to Doing Business in Thailand 2026 is available through the button below.
Read More
August 4, 2026
Carbon markets have moved to the forefront of corporate and regulatory agendas as global attention to climate change and sustainability intensifies. Worldwide, many jurisdictions—including Thailand—are finding carbon markets to be promising tools in their efforts to combat climate-warming emissions and accelerate their net-zero pathways and sustainability commitments. According to the Thailand Greenhouse Gas Management Organization’s (TGO) 2025 Voluntary Carbon Market Survey, approximately 3.29 million tonnes of CO₂ equivalent (tCO₂eq) were traded under Thailand’s domestic standard between 2020 and 2024 with a cumulative market value of approximately THB 314.5 million (approximately USD 9.43 million), and 524 projects had been registered under the Thailand Voluntary Emission Reduction Program (T-VER) framework. Carbon Credits in Thailand Thailand’s carbon credit regime is, at present, entirely voluntary. There is not yet any obligation for businesses to purchase or retire carbon credits, although this may change once the draft Climate Change Act is enacted. The draft Climate Change Act, which is currently undergoing legal review before submission to Parliament, is expected to introduce a mandatory emissions trading system (ETS), under which  legal entities in designated sectors will be allocated emissions allowances and will be required to surrender sufficient allowances to cover their verified emissions, with penalties for shortfalls. Rather than imposing a blanket obligation on all businesses to purchase or retire carbon credits, the draft act is expected to allow ETS-covered entities to use eligible carbon credits (for example, those certified under T-VER) to meet only a limited, capped portion of their compliance obligation, with the applicable cap and eligibility criteria to be set out in subordinate regulations and the relevant allocation plan. The principal domestic framework for carbon credits is the T-VER, administered by the TGO. While some project developers in Thailand also operate under international standards such as Verified Carbon Standard or the Gold
Read More
July 8, 2026
The Stock Exchange of Thailand (SET) has issued new oversight and disclosure rules, effective July 1, 2026, overhauling the previous requirements. The reforms apply to listed companies, REITs, and property and infrastructure funds, and aim to enhance transparency, align with international standards, and ensure timely investor information. The key changes and practical implications are highlighted below. Major Shareholder Reporting When a shareholding change reaching or crossing 5% or any subsequent multiple of 5% is reported under section 246 of the Securities and Exchange Act or a tender offer is completed (except for voluntary delisting), listed companies must disclose an updated shareholder list for the month in which the triggering event occurred. The list must be compiled within five business days after month-end and disclosed within 14 days thereafter. Noncompliance will trigger a “notice pending” (NP) sign. This replaces the previous requirement to disclose shareholder lists only at annual general meetings or on record dates. Companies should coordinate with their share registrars to meet the new event-driven timelines. New Financial and Internal Control Disclosures The new rules require disclosure of material impairment, expected credit losses, and unreturned business deposits when these reach specified thresholds. Companies must also disclose events or indicators that may materially affect their internal control systems. Boards and audit committees should expect to escalate accounting and internal-control issues earlier, as these matters may now trigger standalone SET disclosure obligations—not just financial statement treatment. Backdoor Listing With the Securities and Exchange Commission’s regulation on material transactions (MTs) taking effect on July 1, 2026, and now serving as the primary, standalone framework governing acquisitions and disposals, the SET needed to issue a standalone rule on backdoor listing matters. These matters had been covered by a previous regulation on MTs issued by the SET. The key differences between the SET’s
Read More