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

September 9, 2026

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

Subscribe to Updates

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.

Related Professionals

Practices

Capital Markets

Corporate/M&A

Location

RELATED INSIGHTS​ 

April 29, 2026
Vietnam’s education sector is entering a new regulatory era. On December 10, 2025, the National Assembly adopted a series of new and amended laws in the field of education, including the 2025 Law on Vocational Education, the 2025 Law on Higher Education, and the amended Law on Education No. 123/2025/QH15 (Amended Law on Education). These laws together took effect on January 1, 2026, marking a significant reform of Vietnam’s legal framework governing the education sector. The legislative package introduces a new lawmaking approach under which foundational and principle-based provisions are codified in the Amended Law on Education, while the Law on Higher Education and the Law on Vocational Education serve as specialized statutes providing supplementary, sector-specific regulatory detail tailored to their respective subsectors. The Amended Law on Education fundamentally restructures how educational institutions are established, governed, and licensed, with direct implications for private investors, foreign-invested entities, and education service providers operating in Vietnam. Below are several highlights of the key changes under the amended law, especially in the private sector, that stakeholders should understand: Change in the National Education System In addition to primary education, lower secondary (junior high school) education is now compulsory in Vietnam. Accordingly, diplomas are no longer awarded upon completion of lower secondary school but only for upper education levels. The national education system is also expanded through the introduction of vocational high school as a new level of vocational education. Such reform creates additional learning pathways that not only enable learners to pursue both further education and participate in the labor market, but also better align education and training with socioeconomic development needs. New Hurdle for Joint Investors: Mandatory Corporate Entity Requirement Where two or more investors jointly establish an education institution, the investors are no longer permitted to directly establish such an institution.
Read More
April 22, 2026
A new decree in Vietnam brings significant implementation clarity to the country’s existing extended producer responsibility (EPR) legal framework. An EPR mechanism was first codified in Vietnam in the 2020 Law on Environmental Protection amid ongoing challenges surrounding the collection and treatment of product and packaging waste. The mechanism was progressively detailed through Decree No. 08/2022/ND‑CP and its successive amendments, but the regulatory framework remained insufficiently developed, notably in terms of support mechanisms for waste collection, recycling, and treatment. The newly launched regulations in Decree No. 110/2026/ND-CP (Decree 110), issued on April 1, 2026, and taking effect on May 25, 2026, stipulate fully and clearly the responsibility of manufacturers and importers to recycle products and packaging and to treat waste. Some key provisions of Decree 110 for manufacturers, importers, and related stakeholders are presented below. Subjects of EPR The Law on Environmental Protection assigns responsibility to manufacturers and importers for product and packaging recycling (under Article 54) or waste collection and treatment (under Article 55), depending on the type of products and packaging they produce or import. Decree 110 elaborates on these EPR provisions by specifying the responsible entities and listing out the types of products and packaging subject to recycling and waste treatment responsibilities. Decree 110 clarifies the responsible entities in special cases, such as when products under the same brand are made by multiple manufacturers, when there is a contract manufacturing or entrusted import relationship, and when the manufacturer or importer is part of a corporate group. Notably, exemptions may be applied in some scenarios, such as for manufacturers and importers of products and packaging exclusively for export, temporary import and re-export, or research and testing purposes, as well as for entities with annual revenue from related products not exceeding VND 30 billion. Recycling Responsibilities Decree 110
Read More
April 15, 2026
On March 31, 2026, Vietnam’s government issued Decree 102/2026/ND-CP (Decree 102), which amends Decree 75/2019/ND-CP on administrative sanctions for competition law violations (Decree 75). Effective from May 20, 2026, the new decree introduces a number of significant changes aimed at strengthening enforcement, revising penalty structures, and broadening the range of remedial measures, primarily for violations related to economic concentration. Revised Penalties for Economic Concentration Violations Decree 102 significantly revises the penalties for violations related to economic concentration. Failure to notify an economic concentration; implementing an economic concentration before clearance Under the new framework, Articles 14 and 15 of Decree 75 have been amended to impose a range of monetary fines, rather than relying solely on percentage‑based penalties as under the previous regime, for violations involving the failure to notify an economic concentration or the implementation of an economic concentration prior to clearance. The fines range from VND 500 million to VND 1 billion for each enterprise participating in a concentration with combined assets, revenues, or purchase value below VND 3,000 billion in the preceding fiscal year, capped at 5% of the violating enterprise’s total turnover in the relevant market. For concentrations meeting or exceeding the VND 3,000 billion threshold across those same metrics, the fines increase to VND 1 billion to VND 2 billion per enterprise, also subject to the 5% cap. These differentiated thresholds allow penalties to better reflect the size of the transaction and its potential competitive impact. Non-compliance with conditional approvals Enterprises that do not implement or only partially implement the conditions specified in a conditional economic concentration approval decision face fines ranging from 1% to 3% of total turnover in the relevant market during the fiscal year preceding the violation. Decree 102 also adds a new remedial measure requiring enterprises to fully implement all conditions
Read More
April 10, 2026
Following Thailand’s recent expansion of the “major shareholder” definition for securities and digital asset businesses, the Securities and Exchange Commission (SEC) launched a public hearing on April 7, 2026, on expanding the major shareholder definition further to cover funding sources behind share acquisitions in licensed securities and digital asset business operators. The public hearing will remain open for 15 days from the launch date, after which the proposed expansion is expected to take effect promptly so that operators can comply with both the earlier and additional requirements within the 180-day transitional period under the earlier regulations. Funding Sources Captured Under Control-Based Test Under the draft rules, persons who fund direct or indirect major shareholders’ acquisition of shares in a licensed operator would be deemed “controlling persons” and subject to SEC approval as major shareholders. This extends beyond traditional lenders to include guarantors, counterparties to derivatives or structured products, and any arrangement that results in a person being, directly or indirectly, a source of funding to a major shareholder. The SEC proposes to exempt three categories of funding arrangements from approval: Loans from Thai licensed financial institutions or BCBS (Basel Committee on Banking Supervision)-jurisdiction foreign banks; Margin loans for securities trading under Thai securities law; and Repurchase agreements under Thai securities law. Exemptions for Funding Sources of Government-Linked Entities The consultation proposes to stop look-through beyond the level of certain government-linked shareholders, including, without limitation, ministries, departments, bureaus, public organizations, independent agencies, and certain state enterprises. The SEC reasons that these entities’ mandates, duties, and funding sources are already subject to government oversight and audit, presenting minimal ownership-structure risk. Practical Implications Licensed securities and digital asset business operators should begin mapping their funding chains under the expanded definition in preparation for filing approval applications for any newly captured funding providers
Read More