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June 18, 2026

Thailand Advances Draft on Funding-Source Oversight for Capital Markets Operators

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Thailand’s Securities and Exchange Commission (SEC) has released a detailed draft notification expanding its oversight to cover the funding sources behind major shareholdings in licensed securities and digital asset business operators. Published on June 8, 2026, as Public Hearing Document No. 30/2569, the draft builds on funding-source principles introduced in an April hearing and on recently amended Ministry of Finance notifications issued in February 2026 that broadened the definition of major shareholder of licensed securities and digital asset business operators. A public comment period on the draft closes on June 23, 2026.

An earlier version of the SEC’s proposal brought the issue of funding behind significant shareholdings within the SEC’s regulatory perimeter, signaling intent to look beyond shareholding to the persons and capital ultimately financing major shareholdings in licensed securities and digital asset business operators. The concern is that control may be exercised through financing arrangements rather than through equity ownership alone. The draft notification advances that initiative into a more detailed regulatory framework, as summarized below.

Expanded Definition Captures Funding Sources Throughout Ownership Chains

The draft regulation introduces a “material funding source” concept. A material funding source is the principal capital that enables a major shareholder to acquire its shareholding, without which the shareholding could not be obtained. Under the proposed rules, any person who provides such funding, whether directly to the major shareholder or indirectly through any tier of the ownership chain above the operator, is deemed a controller subject to SEC approval.

The draft also captures any person acting as a conduit or intermediary in facilitating financial assistance to a major shareholder, deeming each of these persons to be a material funding source and aggregating it into the same control group as the ultimate funding source.

The definition covers not only cash loans and equity investments, but also financial assistance provided through other assets, including digital assets, guarantees, structured instruments, and any contracts that result in the assistance provider achieving a status equivalent to a material funding source. Four narrow exceptions are carved out for institutional lending that will not trigger material funding source treatment:

  • Loans from Thai financial institutions or banks in Basel Committee on Banking Supervision member countries operating under banking supervision laws
  • Margin lending by licensed securities firms
  • Repurchase agreements executed by licensed securities firms
  • Investments in publicly offered debt securities issued by major shareholder companies

Aggregation Rules to Include Parties Sharing Common Funding

The draft introduces an aggregation mechanism that treats receivers of material funding from the same source as acting in concert for shareholding calculation purposes. When multiple individuals or entities obtain capital from a common funding source to acquire shares in an operator, their holdings must be combined to determine whether they collectively exceed the 10% major-shareholder threshold. This aggregation operates similarly to the existing spouse and minor child attribution rules but extends to any parties linked through common financing arrangements.

The draft also clarifies that when the material funding source is a legal entity, only that specific entity requires major shareholder review and approval—its shareholders are not also required to undergo this review and approval process. This clarification was mentioned in the hearing but is not explicitly stated in the draft regulation.

Practical Implications

Operators should begin compliance preparations now, given that a detailed draft is available and the targeted implementation deadline under the Ministerial Regulation is August 20, 2026. Key steps include the following:

  • Audit shareholder registers and trace the financing behind every share acquisition at each tier of the ownership structure, not only direct equity percentages.
  • Identify any shareholders individually below the 10% voting rights threshold who may be aggregated over it due to a common funder. The analysis must trace funding relationships, not just equity percentages.
  • Gather source-of-funds documentation and exemption evidence ahead of the deadline.
  • Ensure that any additional major shareholders obtain SEC approval within the prescribed period.

Next Steps

Comments may be submitted to the SEC until June 23, 2026, through the Securities Business Policy Department (for securities firms) or the Digital Asset Business Policy Department (for digital asset operators), or via the website law.go.th. The final notification is expected to be issued in time for the targeted compliance deadline of August 20, 2026.

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