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September 9, 2026

Thailand Opens Securities, Derivatives, and Intergroup Financing to Foreign Businesses

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Certain securities, derivatives, and treasury activities in Thailand were opened to foreign investors when Thailand’s Ministry of Commerce published two new ministerial regulations in the Government Gazette on August 28, 2026. The regulations significantly broaden the service activities that foreign-owned businesses may conduct without a license or certificate under the Foreign Business Act B.E. 2542, as amended (FBA).

Securities and Derivatives Business Exemptions

Prior to the issuance of these ministerial regulations, the exemptions covered (1) securities brokerage and derivatives brokerage with their only underlying assets being agricultural commodities, financial instruments, and securities; and (2) dealers, advisers, and fund managers conducting derivatives business under Thailand’s derivatives laws.

The ministerial regulations provide broader exemptions. In addition to derivatives under the laws on derivatives as before, the following two major categories are provided:

  • Derivatives whose underlying assets or variables fall outside the scope of Thailand’s laws on derivatives. This addresses a gap in the previous framework, which did not comprehensively exempt derivatives tied to nonregulated underlying assets or variables, such as certain commodities. Foreign brokers, advisors, and fund managers can now facilitate a broader range of hedging and risk management instruments without triggering FBA licensing requirements.
  • Derivatives traded outside a derivatives exchange, or over the counter (OTC), whose payments are calculated by reference to foreign exchange rates or interest rates. This removes an FBA licensing barrier for foreign providers of widely used OTC hedging products, broadening the solutions available to importers and exporters managing currency exposure and to borrowers seeking greater certainty over financing costs.

The ministerial regulations also exempt brokers and agents handling transactions involving either of these two derivatives categories.

For securities businesses, the ministerial regulations add exemptions for margin loans used to purchase securities and for securities repurchase transactions. These additions clarify whether such activities qualify as exempt brokerage businesses under the FBA.

New Exemption for Guarantees Between Related Parties

The ministerial regulations also introduce an exemption for the provision of guarantees between related companies, partnerships, directors, or managing partners in Thailand. Previously, FBA exemptions for domestic intragroup financial support focused on loans. Multinational groups therefore had to obtain an FBA license, arrange parent or affiliate guarantees through a properly licensed Thai entity, or adopt more complex alternative structures. Removing the FBA licensing requirement allows qualifying groups to use parent or affiliate guarantees more efficiently and provides greater flexibility in structuring financing and credit support in Thailand.

To qualify, a guarantee must be provided between parties that meet specified relationship tests based on common ownership or management. Qualifying relationships may involve common majority shareholders or significant overlapping shareholdings. Because the tests vary with the relationship and corporate structure, each arrangement should be assessed individually.

Cross-border financing to affiliates remains restricted and should be assessed carefully before implementation.

Implications for Foreign Businesses

For qualifying foreign businesses, the ministerial regulations can reduce licensing costs and lead times and make previously cumbersome products or arrangements commercially viable. Businesses already conducting newly exempt activities should confirm that they meet the applicable conditions and assess whether they still need existing licenses or certificates for other activities. Businesses planning new operations should also consider whether their group structures and transaction terms can be designed from the outset to take advantage of the exemptions, particularly for intragroup guarantees and expanded derivatives offerings.

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