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March 10, 2026

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

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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.

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