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​ 

January 26, 2026
Myanmar’s Private Security Services Law, enacted on February 18, 2025, together with its implementing Directive on Applications for a Private Security Services License or Permit issued on June 18, 2025, establishes the country’s first comprehensive regulatory framework for both commercial private security service providers and companies that employ in-house security personnel. The framework applies to both Myanmar and foreign entities. For foreign investors and multinational operators, the new regime introduces strict licensing requirements, local content rules, and various approvals that must be carefully considered as part of business planning and compliance processes. Regulatory Authority and Structure The governing authority under the Private Security Services Law is the Private Security Services Central Supervisory Committee, formed with the minister of the Ministry of Home Affairs (MOHA) as chairperson, the chief of the Myanmar Police Force as vice-chairperson, and members from other high-ranking officials from relevant ministries, such as Transport and Communications, Defense, Planning and Finance, Investment and Foreign Economic Relations, Legal Affairs, Immigration and Population, Labor, and Commerce. This Central Committee is the highest regulatory authority and has the power to adopt policies, approve or reject applications for licenses and permits, and decide appeals against administrative actions taken by Supervisory Committees, which operate under the Central Committee at the state and regional level. They are responsible for processing applications, verifying compliance with statutory requirements, submitting applications to the Central Committee with remarks, and issuing licenses and permits once approved. Supervisory Committees also monitor compliance by license or permit holders and impose administrative penalties for noncompliance, while the Central Committee exercises final decision-making authority. License Requirements for Security Service Providers To apply for a private security services license, companies must be registered under the Myanmar Companies Law. Foreign companies may also operate a private security services business in Myanmar, subject to compliance
Read More
January 21, 2026
Spurred by global geopolitics and Canada’s Indo-Pacific Strategy, which aims to forge deeper ties with ASEAN, Canadian companies have been showing growing interest in Thailand and Southeast Asia in recent years. To understand the opportunities offered by the region, we sat down with Andrew Stoutley, a Toronto native and the chief operating officer of Tilleke & Gibbins, a leading Southeast Asian regional law firm with over 130 years of history in Thailand. Q: Why are Canadian companies looking at Thailand and Southeast Asia right now? A: Two reasons stand out. First, diversification has moved up the agenda. Many Canadian companies want options outside North America due to tariff volatility and policy uncertainty in the United States, as well as questions around the next Canada–United States–Mexico Agreement mandatory joint review. At the same time, the shift of global production from China to Southeast Asia is accelerating, driven by rising costs, geopolitics, and the need to avoid overreliance on a single market. As a result, Canadian companies are looking for a second production base or a regional hub, and Thailand and its neighbors are natural choices given their manufacturing depth, location, and established supply chains. Second, Canada’s own efforts in the region are gaining traction. The Indo-Pacific Strategy has led to more on-the-ground support, including larger trade missions, upgraded diplomatic posts, and new financing options. Export Development Canada (EDC) now has a presence in Bangkok, giving Canadian companies a direct line to financing and insurance in Thailand. There’s also steady progress on trade frameworks like the recently signed Canada–Indonesia Comprehensive Economic Partnership Agreement (which will come into effect pending domestic procedures), ongoing negotiations of a Canada–ASEAN FTA, and the exciting announcement about the launch of negotiations of a Canada–Thailand FTA. Together, these developments have the potential to make it much easier
Read More
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
Read More
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
Read More