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

July 19, 2022

Thailand’s SEC Opens Public Hearing Period on ICO Portal Regulations

Subscribe to Updates

On June 23, 2022, Thailand’s Securities and Exchange Commission (SEC) opened a public hearing period on regulatory controls for initial coin offering (ICO) portals that serve as financial advisors to digital token issuers. The proposed measures aim to prevent conflicts of interest; allow ICO portals to outsource certain functions; and establish additional notification obligations for ICO portals.

The public hearing is open for general comments until July 23, 2022, and the new legislation is expected to be issued soon after that. During the public hearing period, any interested parties can comment on the SEC’s proposed principles. The key proposed points are outlined below.

Conflicts of Interest

Similar to SEC-approved financial advisors for securities offerings, ICO portals must be clear of conflicts of interest when representing issuers in a coin offering. According to the draft regulation, the following conflicts of interest are prohibited:

  • The ICO portal (and certain individuals as specified by the SEC) directly or indirectly holds a prohibited amount of shares in the issuer, its affiliates, or its subsidiaries. If the issuer is not a listed company, any shareholding or portion thereof is prohibited. If the issuer is a listed company on the Stock Exchange of Thailand (SET), the shares held by the ICO platform may not total more than five percent of the total voting rights.
  • The issuer (and certain individuals as specified by the SEC) directly or indirectly holds shares in the ICO portal in any amount if the ICO portal is not a listed company, or totaling more than five percent of the voting rights if the ICO portal is listed on the SET.
  • Any of the ICO portal’s directors or executives, or the head of the department responsible for screening the ICO project, is also a director in the issuer.
  • The ICO portal has a relationship with, or any interest in, the issuer in a way that could impede the independence of the ICO portal with respect to conducting its duties.

Outsourcing ICO Portal Functions

To increase efficiency, ICO portals will be allowed to outsource certain tasks, subject to the following conditions:

  • The ICO portal must adopt an outsourcing policy, measures, and procedures (approved by the board of directors), to be reviewed annually or upon any event that might have a material impact on business operations.
  • The scope of outsourced tasks must be appropriate, reasonable, and not so substantial that the ICO portal will become an entity with no business operations (an “empty box”). ICO portals may only outsource tasks relating to digital token offerings, such as contacting and providing services to investors, and supporting digital token offerings and subscription management. Core tasks, such as screening ICO projects, may not be outsourced.
  • The ICO portal must notify the SEC within 15 days when it outsources a task to a third party, when there is a significant change to the outsourcing, or when the third party subcontracts any task to another party.

Additional Notification Obligations

To facilitate additional supervisory control, ICO portals will have to notify the SEC within 15 days if there are any changes to their qualifications, personnel, and functions, or if the ICO portal is unable to maintain the necessary qualifications or comply with the requirements detailed in the relevant section of SEC Notification No. GorJor. 16/2561 Re: Criteria, Provisions, and Procedure for Approval of an ICO Portal Service Provider. In the notification, the ICO portal must identify the cause and report on any remedial measures planned or already taken.

If an ICO portal wishes to suspend operations, it must also notify the SEC and provide a list of unfinished tasks along with a plan to mitigate any potential impact on customers. When the ICO portal wishes to resume operations, it must again notify the SEC and explain how it has resolved the issues that caused the suspension of operations, along with any significant changes to the portal’s characteristics.

Tilleke & Gibbins will continue to monitor these ICO portal regulations and provide updates as needed. For more information on any aspect of digital asset business, cryptocurrency, digital tokens, or digital asset regulations in Thailand, please contact Kobkit Thienpreecha at [email protected], Onunya Chanpen at [email protected], or Sorawit Partomtanasarn at [email protected].

Related Professionals

Industries

Fintech

Technology

Practices

Banking and Finance

Location

RELATED INSIGHTS​ 

September 7, 2026
On September 4, 2026, Thailand’s prime minister convened the first meeting of the Data Center Business Policy Committee. The committee endorsed a draft policy framework for the data center industry and tasked four subcommittees with developing the standards that would sit beneath it, shifting away from fragmented, agency-by-agency approvals toward a unified national strategy aiming to maximize economic value while managing environmental and infrastructure concerns. Proposed Scope and Pillars of the National Data Center Policy Framework The proposed framework would cover all types of data centers, including internal or captive facilities operated within a company or its affiliates, rather than only commercial third-party providers. If adopted in this form, companies running private data centers purely for internal purposes would also become subject to regulatory oversight. Minimum safety and operational standards would be established, with uniform enforcement across all categories. The committee endorsed a draft policy framework with four key pillars: Industrial classification: Data centers exceeding 2 MW would be classified as industrial operations, which may require factory licenses and environmental impact assessments under the Factory Act. Resource pricing: Utility rates would be structured to reflect both direct and indirect costs, supporting green energy and green data center standards. Centralized screening: A centralized review would evaluate project suitability and resource allocation. Operators may be required to submit proposals through periodic “pitching” rounds, where projects are competitively assessed on their potential economic and strategic benefits to Thailand. Digital ecosystem: The framework would prioritize data sovereignty, tax incentives, and conditions promoting domestic digital businesses, AI, and cloud infrastructure. Multidimensional Evaluation Criteria and Subcommittees Four subcommittees will be established to develop standards responsible for the following dimensions: Economic: Criteria for assessing the economic viability of data center projects, for use in prioritizing data centers based on infrastructure readiness, demand type (including AI factories),
Read More
September 4, 2026
Foreign business restrictions on telecommunications, treasury center businesses, and intragroup support services were eased when Thailand published the Ministerial Regulation Prescribing Service Businesses Not Requiring Permission for Foreign Business Operations (No. 5) B.E. 2569 (2026) in the Government Gazette on August 28, 2026. The ministerial regulation expands the categories of service businesses that foreign investors may operate without a foreign business license (FBL) under the Foreign Business Act B.E. 2542 (1999) (FBA). Of particular relevance to the telecommunications, fintech, and technology sectors, the ministerial regulation exempts: Type 1 telecommunications licensees, which do not have their own networks; Treasury center businesses operated in accordance with Thailand’s exchange control regulations; and Certain intragroup administrative, human resources, and information technology management services. Telecommunications Services Foreign-owned businesses providing telecommunications services under a type 1 telecommunications license may now operate without obtaining an FBL. This may streamline market entry for qualifying telecommunications and digital infrastructure businesses. The exemption applies only to the FBA licensing requirement. Operators must continue to comply with applicable requirements under the Telecommunications Business Act and the regulations of the National Broadcasting and Telecommunications Commission, and the change does not affect foreign ownership restrictions applicable to type 2 or type 3 telecommunications businesses. Treasury Center Businesses The ministerial regulation also exempts qualifying treasury center businesses from the FBL requirement. This may facilitate centralized treasury functions in Thailand, including liquidity management, foreign exchange management, and intragroup funding arrangements. Treasury center operations remain subject to applicable requirements of the Bank of Thailand and other competent authorities. Intragroup Administrative, HR, and IT Services Certain administrative, human resources, and information technology management services provided between affiliated entities are also exempt, provided the relevant entities satisfy prescribed ownership or management criteria. The exemption is available where the service provider and recipient are related through specified ownership
Read More
September 2, 2026
Thailand and China have a longstanding and significant trade relationship, which increasingly extends to e-commerce and digitally enabled supply chains. While these channels create new opportunities for businesses to reach consumers across borders, their growth also brings greater exposure to intellectual property (IP) infringement across jurisdictions and online platforms. Effective cooperation between the two countries’ enforcement authorities has therefore become increasingly important. To strengthen cooperation in this area, Thailand and China signed a memorandum of understanding (MOU) on IP enforcement in Beijing on July 20, 2026, during the Thai prime minister’s official visit to China. Officially titled “Memorandum of Understanding Between the State Administration for Market Regulation of the People’s Republic of China and the Ministry of Commerce of the Kingdom of Thailand on Cooperation in the Field of Intellectual Property Enforcement,” the MOU forms part of a broader bilateral agenda covering industrial and supply chains, participation by micro, small, and medium-sized enterprises (MSMEs), cooperation associated with the ASEAN–China Free Trade Area 3.0, and progress on the registration of Thai geographical indications in China. The MOU establishes a bilateral framework for cooperation and coordination in five broad areas: Strengthening dialogue in IP enforcement; Enhancing information sharing; Facilitating the enforcement of IP rights in cases arising in the parties’ domestic markets and on online platforms, in accordance with their respective domestic laws; Promoting cooperation in IP enforcement training and human resource development; and Undertaking other cooperation activities agreed upon by both sides. The Department of Intellectual Property (DIP) will serve as the principal coordinating agency for Thailand, while the Bureau of Law Enforcement and Inspection in China’s State Administration for Market Regulation (SAMR) will serve in that role for China. The framework is particularly relevant to the growth of e-commerce, as it covers infringement in the domestic markets and on
Read More
September 2, 2026
On August 21, 2026, Thailand’s Securities and Exchange Commission (SEC) published two consultation papers that would broaden regulated access to crypto assets while tightening custody standards. The first proposes a framework for establishing crypto exchange-traded funds (crypto ETFs) in Thailand. The second proposes enhanced qualification requirements for foreign digital asset custodians serving mutual funds and private funds that invest in digital assets. The proposals seek to expand regulated access to crypto assets while strengthening custody, governance, disclosure, and investor protection, and they affect fund managers, trustees, and licensed digital asset operators. Comments on both papers are due by September 20, 2026, and the SEC expects the resulting rules to take effect later in 2026. Elevating Foreign Custodian Standards Under current rules in effect since January 16, 2025, mutual funds and private funds investing in digital assets may use foreign custodians that meet qualifications similar to those set for domestic digital asset business operators. The SEC now proposes that foreign digital asset custodians satisfy two cumulative requirements: Compliance with the existing baseline qualifications: demonstrated expertise, robust cybersecurity measures, segregation of client assets, controls preventing unauthorized asset transfers, and sound financial standing. Supervision by a regulator that is either (1) an IOSCO Signatory A member under the Multilateral Memorandum of Understanding, the international arrangement through which securities regulators share information and cooperate on enforcement, or (2) a regulator in a jurisdiction that the Thai SEC designates as having adequate supervisory and investor protection standards. The SEC is initially considering 11 jurisdictions for the approved-country list: France, Germany, Hong Kong SAR, Ireland, Japan, Liechtenstein, Luxembourg, Malaysia, Singapore, South Korea, and the United States. The SEC may expand this list over time based on its assessment of other jurisdictions’ regulatory frameworks governing custodian licensing, asset segregation, secure custody practices, client rights in insolvency,
Read More