Following Thailand’s recent expansion of the “major shareholder” definition for securities and digital asset businesses, the Securities and Exchange Commission (SEC) launched a public hearing on April 7, 2026, on expanding the major shareholder definition further to cover funding sources behind share acquisitions in licensed securities and digital asset business operators.

The public hearing will remain open for 15 days from the launch date, after which the proposed expansion is expected to take effect promptly so that operators can comply with both the earlier and additional requirements within the 180-day transitional period under the earlier regulations.

Funding Sources Captured Under Control-Based Test

Under the draft rules, persons who fund direct or indirect major shareholders’ acquisition of shares in a licensed operator would be deemed “controlling persons” and subject to SEC approval as major shareholders. This extends beyond traditional lenders to include guarantors, counterparties to derivatives or structured products, and any arrangement that results in a person being, directly or indirectly, a source of funding to a major shareholder.

The SEC proposes to exempt three categories of funding arrangements from approval:

• Loans from Thai licensed financial institutions or BCBS (Basel Committee on Banking Supervision)-jurisdiction foreign banks;
• Margin loans for securities trading under Thai securities law; and
• Repurchase agreements under Thai securities law.

Exemptions for Funding Sources of Government-Linked Entities

The consultation proposes to stop look-through beyond the level of certain government-linked shareholders, including, without limitation, ministries, departments, bureaus, public organizations, independent agencies, and certain state enterprises. The SEC reasons that these entities’ mandates, duties, and funding sources are already subject to government oversight and audit, presenting minimal ownership-structure risk.

Practical Implications

Licensed securities and digital asset business operators should begin mapping their funding chains under the expanded definition in preparation for filing approval applications for any newly captured funding providers within the 180-day window established by the notification of the Ministry of Finance. This is particularly relevant for structures involving back-to-back financings, guarantees, or other derivative or structured arrangements that result in a person being, or effectively being, a source of funding to a major shareholder of the licensed operator.

While the proposed amendment does not specify how and to what extent the SEC will review the funding sources and related documentation, licensed operators should conduct detailed due diligence on funding arrangements and counterparties, gather documentation, and potentially renegotiate or restructure arrangements that inadvertently create approval obligations.

Operators whose shareholders rely on ordinary margin credit, repurchase agreements, or loans from Thai banks or BCBS-jurisdiction foreign banks can take comfort in the carve-outs, but the burden of proof lies with the operator. Any funding instrument that resembles equity economically, even if formally documented as debt, may require approval.

The scope of “source of funding” under the proposed amendment is notably broad and may require more detailed definition or interpretation from the SEC. Operators with concerns about definitional ambiguity, such as whether certain indirect funding arrangements fall within the expanded scope, should consider raising these issues during the public hearing stage. The SEC may lessen this ambiguity by issuing supplementary guidance that clarifies:

• The types of arrangements that constitute indirect funding,
• Thresholds or materiality standards for triggering approval requirements, and
• Broader safe harbors for common commercial financing structures that are not intended to confer economic ownership, beyond the specific exemptions currently prescribed in the hearing.

Next Steps

The SEC has compressed the public hearing period to 15 days because the issue is urgent and operators need adequate lead time to comply within the broader 180-day transitional deadline. Operators may submit comments on the proposed expansion by April 22, 2026, and should simultaneously begin internal audits of shareholder funding structures and engage with lenders and counterparties to confirm exemption eligibility or prepare approval filings, as appropriate.

Early engagement with the SEC may help clarify ambiguous arrangements before the rules take effect. Operators can contact us for more information or assistance with submitting comments on their behalf.