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 3, 2019

Thailand’s SEC Provides Legal Clarity with Equity Crowdfunding Regulations

Subscribe to Updates
Informed Counsel

Crowdfunding in Thailand has generally been regulated by the Securities and Exchange Commission (SEC), and this covered a narrow scope of crowdfunding activities, including offering newly-issued shares via “electronic systems or networks.” Recently, the SEC issued new regulations expanding the scope of permitted crowdfunding activities to include other parts of equity crowdfunding. SEC Notification Tor Jor. 21/2562 Re: The Offering of Securities for Sale through Crowdfunding Portals and related regulations came into force on May 16, 2019, and replaced the previous SEC notifications on crowdfunding. The new SEC crowdfunding notification expands previous restrictions, including allowing issuers to offer “plain vanilla” debentures as well as shares, and adjusting the specific restrictions on issuing securities to retail and non-retail investors.

Crowdfunding Portals

The new SEC crowdfunding notification defines crowdfunding portals as websites, mobile apps, or other similar electronic media developed for offering securities for sale. Crowdfunding portals must be incorporated in Thailand, must have a minimum paid-up registered capital of THB 5 million, and their systems must be ready for use upon applying to the SEC for approval to operate.

After receiving approval from the SEC, crowdfunding portals must operate within the scope of their license and comply with the standards and requirements of the notification. This includes an obligation to record information relating to the issuing of securities on the platform and keep that information for at least two years after the date of offering. Crowdfunding portals are also required to disclose transaction summary reports to the SEC.

Crowdfunding portals are responsible for complying with Know Your Customer procedures relating to their investors and must also assess each investor’s knowledge and abilities regarding investment in shares and debentures. Crowdfunding portals must also provide investors with information about investment, including the benefits and risks of investing in shares and debentures, rights of cancellation, and information on the issuers.

Issuers

Under the new SEC crowdfunding notification, an issuer must not be listed on the Stock Exchange of Thailand, must be a company incorporated under Thai law, and must intend to use the proceeds of newly-issued shares and debentures to fund the company’s operations, or for refinancing. Qualifying issuers will be exempt from licensing requirements; however, they must only offer securities through one crowdfunding portal unless they receive approval from the SEC to do otherwise. Issuers must also file the results of offering crowdfunding securities with the SEC and must appoint a securities registrar.

Issuer compliance with SEC crowdfunding regulations is generally the responsibility of the crowdfunding portal on which the issuer is offering securities. Crowdfunding portals are responsible for screening issuers wishing to offer crowdfunding shares or debentures via the crowdfunding portal, in order to determine whether the issuer complies with the requirements under the SEC crowdfunding notification. If the crowdfunding portal discovers, or has reason to believe, that an issuer violates the provisions of the notification or other law, the crowdfunding portal must reject the issuer and inform the SEC of the violation immediately.

Investors

Non-retail investors include institutional investors, mutual fund companies and venture capital investors, angel investors, and other crowdfunding portals. The term “angel investors” refers to private individuals who either:

  • have invested directly in shares for a period of at least one year, and (i) have net assets of at least THB 50 million, not including the property value of that person’s residence, or (ii) have an annual income of at least THB 4 million; or
  • have knowledge and skill relating to business operation or investment, experience assessing the value of business operators, or experience advising on business development

An issuer may not offer crowdfunding securities to more than 50 different angel investors and crowdfunding portals in any 12-month period.    

Retail investors are individual investors who do not meet the criteria listed above. The value of crowdfunding securities offered by an issuer to a retail investor must be no more than THB 100,000 to each retail investor. The value of crowdfunding securities offered by an issuer to all retail investors must be no more than THB 20 million within 12 months of the first offering of crowdfunding securities, and the total value of crowdfunding securities that may be offered to individual investors starting from the date of first offering is capped at THB 40 million.

Conclusion

Thailand’s embrace of crowdfunding and innovative crowdfunding platforms is a further strengthening of the increasingly active and profitable fintech sector in the country. While tech entrepreneurs had already been taking steps in the equity crowdfunding space, the SEC’s actions have codified the process, aiming to facilitate grassroots financing through crowdfunding initiatives in a way that mutually benefits both entrepreneurs and their supporters (i.e., investors) as well as the platform operators who bring these groups together. The effect of this development will become clear in the coming years, but in principle it should smooth out challenges, remove uncertainty, and provide legal clarity for greater crowdfunding innovation in the country.

Download Full Article

Practices

Banking and Finance

Capital Markets

Location

RELATED INSIGHTS​ 

August 25, 2025
To implement the recently issued Resolution on International Financial Centers in Vietnam (“IFC Resolution”), which is set to take effect on September 1, 2025 (see our previous article), the government of Vietnam is making every effort to formulate and issue guiding decrees—up to eight in total—before the effective date of the resolution. These decrees will establish key principles, define the rights and obligations of stakeholders, and outline permissible business activities within the IFCs, and serve as a foundation for the legal framework of the IFCs. Below are highlights of two draft decrees that have been released for public consultation. Draft Decree on IFC Establishment Ho Chi Minh City: The IFC in Ho Chi Minh City will focus on capital markets integrated with asset management services, fund management, insurance, financial products and financial derivatives; banking systems and money market products; fintech and financial innovation through sandbox mechanisms; specialized exchanges and new trading platforms; commodity markets, commodity and commodity derivatives exchanges linked to domestic and international physical commodity markets; and regional supply chain services, logistics hubs, maritime transport, and seaport infrastructure. Da Nang: The IFC in Da Nang will mainly develop green finance and commercial finance for SMEs and innovative enterprises, non-resident organizations and individuals (i.e., offshore financial services); cross-border trade activities linked to free trade zones, high-tech zones, new economic zones, and industrial zones; pilot control mechanisms for emerging models, such as digital assets, cryptocurrencies, and digital payments and transfers; new exchanges and trading platforms; investment funds, remittance funds, and small and medium fund management companies; startups in financial solutions for consumer services, tourism, e-commerce, logistics, and services within free trade zones; and related support, advisory, development, and legal services. Incentives: The People’s Committees of Ho Chi Minh City and Da Nang will need to decide on their list of
Read More
August 19, 2025
On August 6, 2025, Myanmar’s National Defence and Security Council (NDSC) issued Order No. 20/2025, announcing a change in the composition of the country’s Foreign Exchange Supervisory Committee (FESC). The prime minister has been appointed committee chair of the FESC, and five other individuals were appointed to the committee. The order took immediate effect. Originally established in April 2022, the FESC is responsible for approving foreign currency conversion, granting exemptions to foreign exchange restrictions, and permitting overseas transfers of foreign currency. The FESC supervises the flow of foreign currencies for domestic and foreign investment, manufacturing, exports and imports, and service businesses (including education- and health-related initiatives). The FESC is specifically responsible for considering and approving the use of foreign currency for the following: Importing machinery, vehicles, equipment, and raw materials essential for foreign investment and manufacturing projects; Importing fuel, medicine, cooking oil, fertilizer, insecticide, and construction materials not readily available on the domestic market; Covering Myanmar citizens’ needs abroad, such as medical treatment, education, or religious activities; Facilitating imports of general goods, loan repayments, interest payments to foreign lenders, service payments, and profit repatriation from investments; and Importing luxury products, including brand-name goods, jewelry, sports cars, and watches. The FESC is empowered to carry out further duties related to foreign exchange management as assigned by the NDSC Importers, exporters, investors, and business owners are encouraged to consult the most current FESC guidelines and approval lists before conducting transactions in Myanmar. For more details on these FESC composition developments, or on any aspect of financial regulations in Myanmar, please contact Tilleke & Gibbins at [email protected].
Read More
July 25, 2025
On June 17, 2025, the National Assembly of Vietnam adopted Law No. 76/2025/QH15 (Amended LOE) amending and supplementing the 2020 Law on Enterprises, which aims to reshape the legal framework to enhance transparency and alignment with international standards. The Amended LOE took effect from July 1, 2025. Below are key notes on the Amended LOE. Recognition of Beneficial Owners The beneficial owner (BO) concept was previously addressed under Vietnam’s anti-money laundering framework. However, the formal recognition of a BO in the Amended LOE marks a pivotal advancement in embedding ownership transparency into corporate governance, in line with the G7 Financial Action Task Force’s standards on anti-money laundering and counter-terrorism financing. Under the Amended LOE and Decree No. 168/2025/ND-CP of the government dated June 30, 2025, on enterprise registration (Decree 168), a BO is identified through either equity ownership or control rights. Equity ownership: Individuals holding 25% or more of a company’s charter capital or voting shares, either directly or indirectly, qualify as BOs. Indirect ownership is further defined as ownership of at least 25% of charter capital or voting shares through an intermediary organization. Control rights: Individuals with the authority to make or influence major decisions are considered BOs. The actual control over a company includes the power (i) to appoint or remove most or all members of the board of directors or the members’ council or the general director of a company; (ii) to amend the charter; or (iii) to decide other key matters specified in the company’s charter. Notably, individuals representing state ownership in state-owned enterprises are excluded from the scope of the BO concept. Companies are responsible for collecting, updating, and retaining information about BOs and cooperating with authorities when requested to identify BOs, among other obligations. Additionally, any companies registered before July 1, 2025, must
Read More
July 11, 2025
Vietnam’s recent embrace of “regulatory sandboxes” reflects a deliberate policy choice to balance the need for robust oversight with an equally pressing imperative to catalyze innovation. A sandbox is a controlled, time-bound framework in which businesses may pilot emerging technologies, products, or business models under relaxed or tailor-made regulatory requirements, thereby allowing regulators to observe risks in real time while innovators validate commercial viability without bearing the full weight of the traditional compliance regime. By issuing sandbox regulations, the government of Vietnam is signaling its commitment to accelerating digital transformation, attracting investment, and developing a knowledge-based economy, all while safeguarding financial stability, consumer protection, and national security. This strategy is embodied in a suite of instruments that together establish sector-specific sandboxes: Decree No. 94/2025/ND-CP on the Regulatory Sandbox in the Banking Sector (Fintech Sandbox Decree), effective July 1, 2025. Law on Digital Technology Industry (DTI Law), effective January 1, 2026, and Law on Science, Technology and Innovation (STI Law), effective October 1, 2025. Resolution No. 222/2025/QH15 on International Financial Centers (IFC Resolution), effective September 1, 2025. In addition, a draft resolution on the pilot implementation of the crypto-asset market (Draft Crypto Pilot Resolution) is expected to introduce a dedicated sandbox for crypto-asset service providers later this year, further underscoring Vietnam’s holistic, forward-looking approach to regulating emerging technologies. Below is a brief summary of all the regulatory sandboxes, who they are open for, and what businesses are attracted. Fintech Sandbox Decree Under the Fintech Sandbox Decree, besides credit institutions and foreign bank branches, fintech companies operating in Vietnam can apply for a Certificate of Sandbox Participation issued by the State Bank of Vietnam to operate any of the following services in Vietnam: Credit scoring: A solution applicable to information technology systems of credit institutions, branches of foreign banks, and fintech
Read More