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 1, 2025

Precautions for Directors of IPO Candidates and Listed Companies in Thailand

Subscribe to Updates

In September 2025, Thailand’s Securities and Exchange Commission (SEC) accused a company listed on the Stock Exchange of Thailand (SET), including its current and former directors, of concealing material information in connection with its filing registration and draft prospectus. This recent enforcement action demonstrates the serious consequences of making false statements or appearing to conceal material information in IPO filings and ongoing disclosures. In addition to being subject to criminal penalties, such actions can impact the eligibility of directors and executives to serve and may cause lasting reputational damage.

Key Legal Risks

The Securities and Exchange Act B.E. 2535 (1992) (as amended) imposes strict liability for making false statements or concealing material information in IPO registration statements and draft prospectuses. In such cases, investors can claim for damages, and there are also criminal penalties, including imprisonment for up to five years and substantial fines, may apply to the company, its directors, and responsible officers. However, misstatements or omissions in IPO filings do not, by themselves, disqualify directors or executives from holding office, whether arising from an SEC accusation or even a final court judgment.

In contrast, for ongoing disclosures after listing, such as financial statements, annual reports, and meeting notices, false or misleading statements or concealment of material information can result in not only criminal liability but also immediate disqualification of directors and executives. If the SEC accuses a listed company or its directors or executives of such misstatements or omissions, those directors or executives are immediately disqualified from their positions, even before a final court judgment.

Director and Executive Qualifications

Directors and executives must meet the SEC’s specified standards of trustworthiness, as set out in the relevant rules. The SEC clearly defines characteristics that are considered to demonstrate a lack of trustworthiness. For ongoing disclosures, being involved in making false statements or concealing material information can immediately call into question their suitability to serve, and may hold other consequences, as noted above. However, grounds for disqualification do not extend to misstatements or omissions in IPO filings, regardless of final court judgment. Companies should be aware of these important distinctions and not assume that all disclosure violations are treated the same under the law.

Materiality Assessment

Information should be considered material if a reasonable investor would regard it as important, especially if it could influence the price or value of securities. Companies should carefully assess both the likelihood and potential impact of events, avoid selective disclosure, and seek expert advice when necessary to ensure a thorough and diligent process.

Ensuring Compliance

Accurate disclosure and strong governance are essential at every stage. Failure to disclose material information or making false statements can result in criminal liability, regulatory sanctions, and disqualification of directors. Proactive controls and transparent communication help reduce risk and support market integrity.

Boards, executives, and advisors should ensure that all disclosures are accurate, complete, and timely. Robust internal controls and clear documentation are essential to support compliance. Companies should also prepare contingency plans for leadership changes in the event of regulatory action, and maintain transparent communication with investors and stakeholders regarding regulatory matters and the company’s responses.

Related Professionals

Practices

Capital Markets

Corporate/M&A

Location

RELATED INSIGHTS​ 

November 19, 2024
Thailand’s Securities and Exchange Commission (SEC) has announced a public hearing on proposed amendments to takeover regulations under Thailand’s Security and Exchange Act B.E. 2535 (1992) (and the regulations issued thereunder) that have the potential to reshape the country’s market for takeovers. The proposed changes, which have not yet been compiled in a formal draft regulation, may affect acquisition planning but could also help reduce unnecessary regulatory and administrative burdens. The SEC is accepting comments on the proposed changes through its website until November 30, 2024. The key proposed changes are detailed below. Alignment of tender offers and reporting under Section 246: Previously, Section 246 (reporting of acquisition/disposition upon reaching or crossing any multiple of 5% shareholding) focused only on group shareholding changes, while Section 247 (tender offer obligation) looked at both groups and individuals to trigger tender offering obligations. The proposed amendment aligns these requirements by considering only group-level triggers for both sections. Another change addresses situations where an entity acquires another entity (persons under Section 258) that already holds shares in a listed company. Currently, actions of shareholders in a listed company resulting in a person under Section 258 and such shareholders as a group holding shares in a listed company in aggregate and triggering the tender offer threshold only result in reporting under Section 246 while having no tender offer obligation. Under the proposed amendment, such actions will trigger a tender offer obligation—not immediately upon the acquisition of persons under Section 258 and reaching or crossing the relevant threshold, but once there is any increase (even a single share) in the shareholding in the listed company, unless the circumstances fall into an exemption (e.g., disposal of the additional shares within seven business days) or a waiver is obtained. Currently, obligations are triggered at the next threshold,
Read More
November 11, 2024
The Vietnamese government has demonstrated a strong commitment to building a digital government, digital economy, and digital society through its recently issued national strategy on digital infrastructure. Under Decision No. 1132/QD-TTg dated October 19, 2024, on “Digital Infrastructure Strategy to 2025 with Orientation to 2030,” the government will create supportive conditions for both domestic and international businesses to invest in digital infrastructure with cybersecurity as a priority. Recognized as vital to the economy, this digital infrastructure will consist of four main components: (i) telecommunications and internet infrastructure, (ii) data infrastructure, (iii) physical-digital infrastructure, and (iv) digital utility infrastructure, including digital technology as a service. Key goals for 2025 include universal fiber optic access for households, 100% 5G coverage across all provinces and cities, deployment of at least two new international undersea fiber optic cables, establishment of AI data centers, development of green-standard data centers, and platforms for IoT, AI, big data, blockchain, and cybersecurity. By 2030, goals include fiber access with speeds of at least 1 Gbps, 5G coverage for 99% of the population, readiness for 6G trials, six additional international undersea fiber optic cables, development of a hyperscale data center, and positioning Vietnam as a digital hub. To achieve these goals, the government has outlined some core tasks, creating significant opportunities for both foreign and domestic investors: Developing telecommunications and internet infrastructure for widespread fiber optic and 5G access, while preparing for emerging technologies like 6G, Open RAN, satellite, and IpV6. Telecommunication enterprises will jointly invest in and share the use of international fiber optic cable routes to ensure efficient capacity utilization and optimize investment capital. Attracting foreign and domestic investment to establish hyperscale data centers and cloud computing services that meet global standards. Creating physical-digital infrastructure by integrating technology across key sectors such as transportation, energy, healthcare,
Read More
October 30, 2024
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
Read More
October 24, 2024
On September 27, 2024, the Securities and Exchange Commission of Thailand (SEC) issued a circular clarifying reporting obligations in relation to listed company securities held by the company’s directors, executives, auditors, or persons related to them (“Key Persons”). The circular aimed to address growing concerns over transparency in shareholding, particularly when shares are used as loan collateral by company executives without sufficient public disclosure, which can lead to sudden share loss and executive departures, destabilizing the company. This circular is likely a stopgap measure, and a full overhaul of the reporting regulations may be needed. The current reporting obligations came into effect on March 16, 2024, and were designed to simplify reporting procedures while still maintaining transparency in the capital markets. The rules allow the Key Persons to consolidate multiple transactions and report them only when certain thresholds are crossed — such as when the total transaction value reaches THB 3 million or when six months have passed since the last report. The rules were intended to reduce the number of minor reports and limit penalties for missed deadlines. However, recent scandals have raised concerns about the reporting rules, particularly issues related to the enforcement of share collateral on executives’ or directors’ loans where the listed company may face a change of direction and management due to such forced sales. To ease these concerns, the SEC issued the new circular to reiterate the rules and lay out three key situations triggering a reporting duty: Force-Selling Due to Default: If shares are forcibly sold due to a loan default, this must be reported, and the transaction should be recorded with the Thailand Securities Depository (TSD). Transfer of Shares to Custodians: Under current rules, the transfer of shares to/from a custodian holding them on behalf of a beneficial owner does not
Read More