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

March 10, 2026

Thailand Expands “Major Shareholder” Definition for Securities and Digital Asset Businesses

Subscribe to Updates

Thailand’s Ministry of Finance and Securities and Exchange Commission (SEC) have issued regulations broadening the criteria for determining who qualifies as a “major shareholder” of licensed securities and digital asset business operators. Under relevant SEC regulations, major shareholders of a regulated entity must obtain regulatory approval and undergo screening by the SEC. The revised framework introduces both shareholding-based and control-based tests to determine which shareholders require regulatory approval for a wider range of indirect ownership structures and de facto control. The Ministry of Finance notification took effect on February 21, 2026, while the SEC’s clarifying rules took effect on March 4, 2026. These changes aim to enhance transparency around beneficial ownership and strengthen regulatory oversight of entities operating in Thailand’s capital markets.

Expanded Definition

Under the revised framework, a “major shareholder” now includes persons who directly or indirectly hold more than 10% of the voting rights in a regulated company, as well as persons who exercise control over the regulated company or its shares. This system of two separate tests, based on both shareholding and control, differs from the prior regime, which focused primarily on shareholding thresholds and applied a more limited method for determining indirect shareholdings. The two tests (detailed below) operate independently of each other, and any person identified by either of the tests will be deemed a major shareholder.

Shareholding-Based Test Broadens Indirect Ownership Attribution

For the shareholding-based test, the SEC recognizes two existing methods for identifying indirect ownership, together with a new proportional attribution method. Any person captured under these methods, which are described below, will be regarded as a major shareholder of the regulated company and must obtain SEC approval as a major shareholder.

First, the existing framework continues to apply to both first-tier and chain ownership structures. Approval is required for (1) first-tier shareholders of an entity that directly holds more than 10% of the voting rights in a regulated company (or where an entity holds 100% or nearly 100% in the layer above), and (2) ultimate shareholders holding more than 50% of the voting rights at each level of an unbroken ownership chain. These approaches reflect the previous application of the shareholding-based test.

Second, the SEC will apply a pro rata calculation to identify ultimate beneficial owners whose effective economic interests in the regulated entity exceed 10%, even where no single tier holds more than 50% of the voting rights. This proportional attribution method increases transparency in complex multilayered ownership structures and reduces the risk of circumvention through dispersed shareholdings. The calculation method will significantly broaden the pool of persons deemed major shareholders under the new rules.

Control-Based Test Adds New Trigger

In addition to the shareholding-based test, the amendments introduce a separate control-based test under which a person may qualify as a major shareholder.

Under the separate control-based test, shareholders will be deemed “major” if they possess the authority to appoint or remove at least half of the company’s board of directors or control a majority of votes at shareholder meetings, regardless of the basis for such authority. This provision captures persons who may hold relatively small equity stakes but nevertheless exercise significant influence over the company’s management or decision-making.

Attribution to Related Persons

In determining whether the major shareholder threshold is met, the SEC will aggregate shareholdings and control among spouses (including de facto partners), minor children, and persons acting in concert. Licensed operators must exercise reasonable efforts to review relevant relationships and identify such arrangements to ensure that all shareholders and controlling persons captured under the new framework are submitted for SEC approval.

Transition and Compliance Timeline

Persons who were approved as major shareholders under the previous regulations are deemed approved under the revised framework. However, where a person newly falls within the expanded definition, the licensed operator must file an application with the SEC for approval of that person as a major shareholder within 180 days of February 21, 2026 (conservatively, August 19, 2026).

For changes involving major shareholders by any action rather than as a result of these amendments, the application must be filed no later than 14 days after the licensed operator becomes aware, or has reason to know, that the person qualifies as a major shareholder under the expanded definition. For newly issued shares, licensed operators must submit the application before a person becomes a major shareholder.

Practical Implications

Securities firms and digital asset business operators should review their shareholding structures and governance arrangements to identify persons who may now qualify as major shareholders. This includes:

  • Mapping multi-tier corporate chains and calculating effective ownership percentages;
  • Examining board nomination and removal rights under shareholder agreements or bylaws; and
  • Documenting spousal and family relationships as well as potential acting-in-concert arrangements.

Operators should prioritize compliance for persons captured under the transitional provisions. Failure to obtain approval within the prescribed 180-day period will result in regulatory enforcement.

Related Professionals

Industries

Technology

Practices

Capital Markets

Location

RELATED INSIGHTS​ 

January 21, 2026
On January 16, 2026, Thailand’s Electronic Transactions Committee released for public comment a draft notification that would require social media platforms operating in Thailand to implement identity verification for all user accounts and advertisers, with enhanced scrutiny for high-risk advertising activities. If finalized in its current form, the Notification on Measures to Prevent Technology Crime for Social Media Service Providers would take effect 180 days after publication in the Government Gazette, fundamentally changing how platforms verify users and monetize advertising services. The public comment period is open through February 2, 2026. Mandatory User and Advertiser Identity Verification The draft establishes a universal requirement that all social media service providers implement identity verification measures for every user account. The draft imposes stricter verification obligations for advertisers than for general users. Before publishing any advertisement, platforms must verify the advertiser’s identity at a level sufficient to identify the advertiser, unless the advertiser has previously completed verification. Risk-Based Advertisement Verification The identification requirements for advertisers will be more stringent in the following cases: The advertiser has a history of user complaints or has previously violated the platform’s terms of service. The advertisement involves finance, investment, loans, sensitive personal data, or content flagged as potentially involving cybercrime. The advertisement specifically targets vulnerable groups, such as the elderly or other at-risk demographics. In such cases, platforms must conduct identity verification using government-issued identification documents and must confirm the accuracy, authenticity, and currency of these documents with the issuing government agencies. Alternatively, platforms may verify identity through an eligible digital identity verification and authentication system provider. Information Retention Platforms must retain specific information for each advertiser, including the name of the individual or juristic person and any representatives, government-issued identification documents such as ID cards, passports, or certificates of incorporation, and reachable contact information including
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 13, 2026
On January 9, 2026, Thailand’s Securities and Exchange Commission (SEC) filed a criminal complaint with the Economic Crime Suppression Division (ECD) against five individuals for unauthorized operation of a digital-asset dealer business under the Emergency Decree on Digital Asset Businesses B.E. 2561 (2018). This precedent-setting case signals that the regulator is willing to pursue crypto enforcement against natural persons even in the absence of a licensed platform entity. Background and Implications The case follows the SEC’s October 2025 public warning about the use of iris-scanning technology in exchange for certain digital tokens. In its warning, the SEC cautioned that exchanging or trading these specific tokens with unlicensed service providers exposes users to heightened fraud, scam, and money laundering risks. Unlike prior regulatory enforcement matters, which involved platform-level administrative fines for operational or compliance failures, this case targets misconduct by individuals who may not be professional traders but openly advertised their willingness to buy these tokens from the public, opened individual over-the-counter (OTC) trade channels for these tokens, and facilitated off-exchange transactions in a manner resembling ordinary commercial dealing. This enforcement action establishes a clear precedent that natural persons engaging in public-facing digital-asset dealing may face criminal liability under Thai law, even without operating through a corporate or licensed platform structure. Outlook The alleged offenders may not settle this crime by payment of fines. Following the SEC’s referral, the ECD will undertake further investigation, after which prosecutors may review the case and proceed to court. The SEC has stated that it will cooperate fully with enforcement agencies throughout the criminal enforcement process.
Read More
January 9, 2026
Vietnam has taken a decisive step into the global artificial intelligence regulatory landscape with the promulgation of the Law on Artificial Intelligence No. 134/2025/QH15 (AI Law), adopted on December 10, 2025, and effective from March 1, 2026. As one of the earliest comprehensive, standalone AI statutes in Southeast Asia, the AI Law signals Vietnam’s ambition to position itself as both an innovation-friendly and governance-conscious AI market. In doing so, the legislature has also streamlined Vietnam’s AI regulatory architecture. The AI Law repeals most AI-related provisions previously embedded in the Law on Digital Technology Industry No. 71/2025/QH15, consolidating AI governance under a single, unified legal framework. This structural move underscores an intent to provide greater regulatory clarity and coherence for businesses operating across the AI value chain. Against this backdrop, the key question for AI developers, providers, deployers, and governance teams is how the new risk-based framework will shape compliance expectations, operational decisions, and governance design in practice. This article examines the new AI Law through that practical lens, focusing on what it means for AI businesses operating in or into Vietnam. Scope of Application The AI Law applies broadly to Vietnamese organizations and individuals, as well as foreign entities that participate in AI-related activities within Vietnam. The law expressly excludes AI activities conducted solely for national defense, security, and cryptography purposes. A defining feature of the AI Law is that it regulates by role, not by industry. It distinguishes between: Developers, who design, build, train, test, or fine-tune AI models and have direct control over the technical methods, training data, or model parameters; Providers, who place AI systems on the market or put them into use under their own names; Deployers, who use AI systems under their control in professional, commercial, or service-provision activities; Users, who interact with AI
Read More