The Securities and Exchange Commission of Thailand (SEC) will refresh its definitions of institutional, high-net-worth (HNW), and ultra-high-net-worth (UHNW) investors according to its recently issued Notification No. Kor Jor 39/2564, effective on October 1, 2022. The key changes to these classifications are described below. Institutional Investors The SEC’s list of types of institutional investors will be expanded by the addition of the following four types: Venture capital. This refers to juristic persons established under Thai or foreign law for the purpose of investing in a startup, whereby the investors must not be retail investors. Private equity. This describes businesses established under Thai or foreign law for the purpose of investment by three or more nonretail investors who have appointed a person to manage the investment funds and accrued assets. The business must also have a policy to invest in other enterprises through arrangements that involve either stock investment agreements or other financial support giving rise to the right to acquire stock in the enterprise in the future. Under such arrangements, the private equity investor must demonstrate involvement in the enterprise’s business management (e.g., through planning, developmental, or other operational control). Sophisticated/professional investors. This type of investor includes (1) fund managers or derivatives fund managers in accordance with the Capital Market Supervisory Board’s rules on capital market business personnel; (2) investment analysts authorized by the SEC; and (3) angel investors, defined as experienced and knowledgeable SEC-approved financial advisors or crowdfunding portal providers, or other individual or juristic investors, with net assets of at least THB 50 million, annual revenue of at least THB 4 million, or gross direct investment in securities and derivatives of at least THB 10 million (or THB 20 million if cash deposits are aggregated). Investments by angel investors are limited to securities offered by SMEs or

In recent months, Thailand’s Securities and Exchange Commission (SEC) has made significant regulatory strides toward realizing its plan to allow small and medium enterprises (SMEs) and startups to access funding through public offerings. These SME and startup public offerings, or “SME-POs,” were first announced by the SEC in September 2021 and will take place on a new, dedicated secondary exchange. On December 29, 2021, the SEC issued new regulations setting out the requirements for SMEs and startups seeking to offer securities for sale to the public, and for listing securities on the newly created secondary market (which is named the “Live Exchange”). This was soon followed—on January 7, 2022—by an SEC announcement of a “New Year gift,” declining to set any fees for SMEs and startups that wish to raise funds through an SME-PO. While there were several notifications announced by the Capital Market Supervisory Board on December 29, 2021, two key notifications apply to SME-POs and the Live Exchange: Notification No. TorJor. 71/2564 re: Newly Issued Shares by Public Companies for Listings on Live Exchange and Securities Offerings on Live Exchange Notification No. TorJor. 75/2564 re: Post-obligations of Companies after Offering Newly Issued Shares for Listing on Live Exchange These notifications took effect on January 16, 2022. Under the new legal framework set out by the notifications, an SME-PO issuer must be structured as a public company, with no characteristics of an investment company (i.e., no activity related to investment in the business of other companies) or involvement in illegal activities. Businesses are also expected to receive similar tax benefits to entities that list securities on the Stock Exchange of Thailand (SET) or the Market for Alternative Investment (MAI). The new regulations rely on an information-based approach, whereby general approval is granted without the requirement to apply for

On February 14, 2022, Thailand’s Securities and Exchange Commission (SEC) announced a public hearing period on proposed advertising regulations for digital asset businesses. The public hearing period is now open for general comments until March 15, 2022. In the announcement, the SEC expressed their intention to provide clear digital asset advertising principles that conform to regulations in other countries, such as Singapore, the UK, and Japan. The SEC, in a meeting on February 3, agreed that the principles to be developed should apply to all digital asset businesses operating in Thailand. During the public hearing period, any interested parties may comment on the SEC’s proposed principles, which include the following key points: Advertisements that educate, inform, or give facts about digital assets, investments or services, or that provide an overall picture of digital assets, must not exaggerate, distort, or conceal information, or otherwise mislead consumers. In addition, advertisements that refer to customer numbers must only indicate the number of customers who have received approval to open an account and who are ready to use the service. Advertisements must be clear and appropriate, provide a warning on investment risks, and include clear and noticeable SEC-mandated statements in the font size stipulated by the SEC. Advertisements that present positive information or suggest an opportunity to receive returns must provide a balanced view that also discloses negative information or states investment risks. Advertisements relating to cryptocurrencies can only be made via a business operator’s official channels (e.g., the operator’s website, app, or other official online channel), and cryptocurrency cannot be advertised in public areas (e.g., billboards, public transportation, websites, newspapers and periodicals, etc.). However, advertisements for the services of a digital assets business can still be made in public areas and other channels. For example, this can be understood as meaning that

Since 2017, Thailand’s Anti-Money Laundering Office (AMLO) has been developing an amendment to the Anti-Money Laundering Act B.E. 2452 (1999) (AML Act) to improve Thailand’s anti-money laundering framework.