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​ 

July 27, 2026
A new decree on penalties for violations related to the crypto asset market creates compliance risks for offshore crypto asset exchanges in Vietnam that do not hold, and practically cannot obtain, a Vietnamese license, and for Vietnamese users who continue to transact on those platforms. Decree No. 284/2026/ND-CP (Decree 284), issued by the government of Vietnam on July 16, 2026, formally establishes an administrative penalty framework for violations related to crypto assets and the crypto asset market. The decree takes effect on September 1, 2026, and will remain in force for the duration of the five-year pilot program under Resolution No. 05/2025/NQ-CP, which is scheduled to end in September 2030. Direct Penalties on Vietnamese Users The most immediate commercial risk to offshore platforms is that their Vietnamese users now face direct personal liability for using their exchanges. Vietnamese users who trade crypto assets outside of a Ministry of Finance-licensed service provider face fines of up to VND 50 million (approximately USD 1,900). Vietnamese users trading in crypto assets that are offered or issued to foreign users face higher penalties of up to VND 100 million (approximately USD 3,800). It is expected that Vietnamese users will be more willing to migrate away from offshore platforms now that there is a risk of real enforcement against them. Penalties on Unlicensed Service Providers Violations of providing crypto asset services or advertising crypto-related services without a license face fines of up to VND 200 million (approximately USD 7,700). Operating a crypto asset trading market without proper authorization falls within the same highest penalty bands. Organizations that violate issuance, provision, or disclosure rules may face fines of up to VND 200 million. Although the maximum administrative fine per violation is capped at VND 200 million for organizations and VND 100 million for individuals, these
Read More
July 21, 2026
Thailand’s Ministry of Digital Economy and Society (MDES) published a notification establishing an expedited court-ordered takedown mechanism for online content in cases of “urgent necessity.” The notification, which was issued on July 17, 2026, under the Computer Crime Act B.E. 2550 (2007), as amended, took effect the following day. It significantly expands the categories of content subject to rapid government-initiated removal. Content Categories Subject to Takedown The notification defines “urgent necessity” (section 20, paragraph 5, of the Computer Crime Act) as circumstances where any delay in suppressing computer data may impact national security, religion, the monarchy, good morals, social culture, or public order. In this regard, it establishes four broad categories of content: Computer Crime Act offenses. National security offenses. IP and other criminal offenses, where it is contrary to public order or good morals and a competent officer has requested its suppression. Content contrary to public order or good morals, a broad residual category encompassing 14 subcategories approved by the Computer Data Screening Committee. The fourth category is the most expansive. Its 14 subcategories include: Content defaming, mocking, satirizing, or devaluing the monarchy. Online gambling advertising or facilitation. Offering illegal firearms for sale. Offering baraku (hookah) products or e-cigarettes for sale. Offering cannabis inflorescences or processed cannabis products for sale. Advertising or soliciting prostitution. Content inciting violence, hatred, or social division. Unauthorized overseas employment advertising. Offering boiled kratom juice for sale. Online sale or advertising of alcoholic beverages. Content satirizing or degrading Buddhism. Money lending at interest rates exceeding legally prescribed limits. Advertising or disseminating information about surrogacy services. Forgery of documents, cards, or official documents. Enforcement Procedure In cases of urgent necessity, a competent official assigned by the MDES permanent secretary must file a petition with supporting evidence to the court with jurisdiction, requesting an order to
Read More
July 20, 2026
On July 16, 2026, Thailand’s Personal Data Protection Committee (PDPC) published a notification in the Government Gazette establishing detailed rules governing data subjects’ right of access under section 30 of the Personal Data Protection Act B.E. 2562 (2019) (PDPA). The notification will take effect 60 days after publication—mid-September 2026—giving data controllers a limited window to bring their processes into compliance. Scope The notification covers requests to access or obtain copies of personal data and requests for disclosure of the source of data collected without consent. Data subjects may exercise their rights directly or through authorized representatives. Key Requirements Important requirements set by the notification include the following: Required request channels. Controllers must provide at least two request channels: direct submission at the business location and registered mail. Electronic channels are optional but, if offered, may also be used for fulfilling requests. Request contents. Requests must be in writing or in electronic form and include the data subject’s name, the preferred access method, details of the data requested, and the requester’s signature. Controllers may request additional identifying information as needed. Identity and authority verification. Controllers may require official identity documents for verification. Authorized representatives must provide authorization documents and identity documents for both the data subject and the representative. Alternative verification methods (e.g., digital authentication) are permitted if they do not unreasonably obstruct data subjects’ rights. Review and response timelines. Controllers must review requests within 15 days. If the request is incomplete, the controller must notify the requester and allow at least 15 days to correct deficiencies. If not corrected, the request may be treated as abandoned. Once verified, controllers must fulfill requests within 30 days, extendable by another 30 days for large-volume or complex requests with notice to the requester. Methods for providing access or copies. Controllers may fulfill
Read More
July 16, 2026
Thailand’s Office of the Personal Data Protection Committee (PDPC) published a series of draft guidance documents for public consultation on July 7, 2026. Issued under the Personal Data Protection Act B.E. 2562 (2019) (PDPA), the drafts address a range of compliance issues and offer insight into the regulator’s current enforcement priorities. This article examines two of those drafts: one on lawful bases for processing personal data, and another on marketing and direct marketing. Together, they reflect the Office of the PDPC’s evolving expectations on lawful-basis selection, accountability, and the use of personal data in marketing. Organizations operating in Thailand should assess the practical implications now, before the guidance is finalized. Lawful Bases: A Structured Selection Process The draft guidance on lawful bases introduces a systematic five-step process for selecting an appropriate lawful basis for each processing activity. Organizations are expected to: Identify the processing activity involved. Assess the appropriate lawful basis. Evaluate whether the data is necessary for the processing. Conduct a legitimate interest assessment (LIA) where applicable. Ensure transparency through privacy notices. The guidance provides practical explanations and examples for each lawful basis under section 24 of the PDPA—including archiving, research, statistics, vital interests, contractual necessity, legal obligation, public task, legitimate interests, and consent—as well as the bases applicable to sensitive personal data under section 26. The aim is to promote more consistent and accurate lawful-basis selection across public- and private-sector organizations. A recurring theme throughout the guidance is that organizations should select the lawful basis that most accurately reflects the actual purpose and circumstances of the processing activity. The guidance cautions against treating consent as a default or catch-all basis where another lawful basis is more appropriate. For processing based on legitimate interests, organizations should conduct and document an LIA. Processing involving sensitive personal data may require
Read More