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​ 

August 21, 2025
On August 18, 2025, Thailand’s Securities and Exchange Commission (SEC), in collaboration with the Ministry of Finance, the Anti-Money Laundering Office, and the Ministry of Tourism and Sports, announced the launch of TouristDigiPay. The initiative, implemented under the SEC’s Regulatory Sandbox, allows foreign tourists to convert digital assets into Thai baht for use in everyday transactions in Thailand. Foreign tourists who opt to participate in TouristDigiPay must open two accounts once they are in Thailand: An account with a licensed digital asset operator to sell or exchange digital assets for Thai baht; and A tourist wallet account with a licensed e-money operator regulated by the Bank of Thailand. Funds from digital asset sales will be transferred into the tourist wallet, enabling tourists to make payments at participating merchants that accept e-money. Key Regulatory Requirements The TouristDigiPay project will operate for a period of up to 18 months, with the following conditions: Only licensed digital asset brokers, dealers, and exchanges integrated with licensed e-money operators are eligible to participate. Operators must implement anti-money laundering (AML) protocols that are proportionate to the assessed risk level. These include: Conducting know-your-customer and customer-due-diligence (KYC/CDD) checks on all users. For monthly transactions exceeding THB 50,000 per person, verifying the source of the digital assets and assessing AML risk using internationally recognized blockchain forensic tools or equivalent procedures. Suspending or rejecting services if digital assets are transferred from wallets flagged for AML concerns. Ensuring that conversion between digital assets and fiat includes safeguards such as matching account names and returning digital assets only to the original wallet. The following transaction limits apply to participants in the TouristDigiPay initiative: Payments to small vendors are capped at THB 50,000 per month. Payments to vendors who have completed the know-your-merchant (KYM) process are capped at THB 500,000 per
Read More
August 15, 2025
More than a decade after the issuance of Decree No. 52/2013/ND-CP (as amended by Decree No. 85/2021/ND-CP; collectively, “Decree 52”), Vietnam’s legal framework for e-commerce is under growing pressure to keep pace with the evolving digital economy. While Decree 52 has provided a foundational framework, it has shown certain limitations in keeping up with issues such as counterfeit goods, intellectual property enforcement, unqualified products, and emerging models like livestream selling and affiliate marketing. To address these regulatory gaps, the Ministry of Industry and Trade (MOIT) has released the 2025 Draft E-Commerce Law (“Draft Law”) for public consultation. The Draft Law is intended to supersede the current framework under Decree 52 and establish a more detailed and comprehensive legal foundation for the regulations of e-commerce activities in Vietnam. It is currently expected to be submitted to the National Assembly for review and potential adoption during its 10th session in October 2025. In this article, we discuss the Draft Law’s most significant updates and legal developments in comparison to existing regulations, and assess the practical challenges that businesses may face in preparing for implementation in the near future. Platform Classification: Toward a More Nuanced Framework Unlike Decree 52’s simpler structure, which broadly categorized platforms into either (i) websites selling goods and services or (ii) websites providing e-commerce services, the Draft Law introduces a more detailed framework that aims to classify platforms based on their technical functions and business models. Specifically, the Draft Law introduces a four-tier classification system for e-commerce platforms, consisting of: (i) Direct Business Platforms, (ii) Intermediary Platforms, (iii) Social Networks with E-Commerce Functions, and (iv) Multi-Service Integrated Platforms. This approach reflects an effort to more accurately capture the complexity of today’s e-commerce landscape, including hybrid platforms such as TikTok Shop. While this approach reflects the growing complexity of
Read More
August 6, 2025
Thailand’s Digital Government Development Agency (DGA) has released drafts of two pivotal documents to guide Thai government agencies in adopting cloud technology and classifying data for cloud usage. These draft guidelines, open for public hearing through August 12, 2025, are part of the national “Go Cloud First” policy, which aims to accelerate digital transformation, improve efficiency, and ensure robust data security across the public sector. The new standards will have significant implications for both government agencies and cloud service providers operating in Thailand. Highlights of the draft guidelines are presented below. Government Cloud Usage Guidelines Cloud-first transformation: All government agencies are directed to prioritize cloud solutions for new IT projects, in line with the cabinet’s “Go Cloud First” policy. Cloud model selection: Agencies must assess their needs and select the most appropriate cloud deployment model—public, private, hybrid, or community cloud—based on the sensitivity of the data and operational requirements. Service types: The guidelines provide criteria for choosing between Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS), emphasizing the importance of using standard, non-customized services where possible. Cost management: Agencies are required to plan and separate cloud-related expenses, ensuring transparency and efficient budget allocation. Cloud migration: The guidelines outline the steps for migrating to the cloud and highlight the role of cloud service providers in facilitating the process, including supporting innovation and enabling smooth exit strategies. Procurement compliance: All cloud procurement must comply with public sector procurement laws and regulations. Only providers meeting government-mandated standards can be selected. Security and shared responsibility: The guidelines clarify the division of security responsibilities between cloud providers and government agencies. While providers manage infrastructure security, agencies remain responsible for data, application, and access controls. Legal framework: Agencies must comply with the Digital Government Administration Act, Cybersecurity
Read More
August 1, 2025
Thailand’s Personal Data Protection Committee (PDPC) announced to the press on August 1, 2025, that it had issued eight new administrative fines under Thailand’s Personal Data Protection Act B.E. 2562 (2019) (PDPA) in five cases of noncompliance by public and private entities. The enforcement actions reflect a growing commitment by the PDPC to penalize noncompliance across all sectors, regardless of organizational type or size. The total amount imposed to date was approximately THB 21.5 million (approx. USD 654,690), underscoring the financial risks tied to PDPA violations. The five cases—one involving a state agency and the remainder in the private sector—are summarized below. Case 1: State Agency Providing Online Services to the Public The order in this case stemmed from a cyberattack on a state agency’s web app, resulting in personal data of 200,000 data subjects being leaked to and sold on the dark web. The software developer was also found to have implemented no privacy by design, lacked an access control system, had no data breach prevention measures, and failed to conduct risk assessments or review existing security measures. Key noncompliance identified: Lack of appropriate security measures Weak password protection No risk assessment or ongoing review of security measures No data processing agreement with software developer that acted as data processor The state agency and the developer were each fined THB 153,120 (approx. USD 4,670). Case 2: Private Hospital This case involved a hospital that engaged an individual contractor to destroy patient medical record documents. However, the contractor stored the documents at their own premises, failed to follow the required destruction protocols, and ultimately used the medical records to wrap sweets, resulting in the leak of over 1,000 records during the destruction process. The contractor also failed to notify the hospital of the data breach. Although there was a
Read More