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

As part of its membership in Lex Mundi, Tilleke & Gibbins has released the latest edition of its Guide to Doing Business in Thailand, providing an overview of the legal, regulatory, and commercial considerations for companies establishing or expanding operations in Thailand. The 2026 edition offers practical insight into the country’s business environment, investment framework, and operational requirements. The guide covers a wide range of topics relevant to foreign and domestic investors, including: Investment incentives and promotion schemes Financial facilities and banking regulations Exchange controls and money transfers Import and export regulations Business structures and incorporation options Requirements for establishing a business Operational and compliance considerations Business cessation and insolvency procedures Employment and labor laws Taxation Immigration and visa requirements Prepared by Tilleke & Gibbins lawyers across multiple practice areas, the publication outlines key aspects of doing business in Thailand, including foreign investment restrictions, regulatory compliance obligations, corporate structures, employment requirements, and recent legal and economic developments affecting investors. The publication forms part of Lex Mundi’s Country Guides series, a global collection of jurisdiction-specific reference materials prepared by member firms around the world. Together, these guides help companies evaluate opportunities, compare regulatory environments, and plan international business activities across multiple markets. The full Guide to Doing Business in Thailand 2026 is available through the button below.

The Stock Exchange of Thailand (SET) has issued new oversight and disclosure rules, effective July 1, 2026, overhauling the previous requirements. The reforms apply to listed companies, REITs, and property and infrastructure funds, and aim to enhance transparency, align with international standards, and ensure timely investor information. The key changes and practical implications are highlighted below. Major Shareholder Reporting When a shareholding change reaching or crossing 5% or any subsequent multiple of 5% is reported under section 246 of the Securities and Exchange Act or a tender offer is completed (except for voluntary delisting), listed companies must disclose an updated shareholder list for the month in which the triggering event occurred. The list must be compiled within five business days after month-end and disclosed within 14 days thereafter. Noncompliance will trigger a “notice pending” (NP) sign. This replaces the previous requirement to disclose shareholder lists only at annual general meetings or on record dates. Companies should coordinate with their share registrars to meet the new event-driven timelines. New Financial and Internal Control Disclosures The new rules require disclosure of material impairment, expected credit losses, and unreturned business deposits when these reach specified thresholds. Companies must also disclose events or indicators that may materially affect their internal control systems. Boards and audit committees should expect to escalate accounting and internal-control issues earlier, as these matters may now trigger standalone SET disclosure obligations—not just financial statement treatment. Backdoor Listing With the Securities and Exchange Commission’s regulation on material transactions (MTs) taking effect on July 1, 2026, and now serving as the primary, standalone framework governing acquisitions and disposals, the SET needed to issue a standalone rule on backdoor listing matters. These matters had been covered by a previous regulation on MTs issued by the SET. The key differences between the SET’s

Thailand’s Securities and Exchange Commission (SEC) is seeking public input on significant amendments to the Securities and Exchange Act B.E. 2535 (1992) that would address recurring market abuses and eroded investor confidence observed by the SEC. Published on June 24, 2026, the consultation document targets share-pledging disclosure failures, hidden beneficial ownership, and fraudulent transactions by listed companies, all of which are issues that have threatened share prices and market stability across the Thai capital markets. Comments on the proposals are due by July 24, 2026. Mandatory Disclosure of Short Sales and Share Pledges The draft amendments introduce new reporting obligations for both short sales and share pledges. Persons who sell listed securities without having such securities in their possession (“short sales”) must comply with rules prescribed by the Capital Market Supervisory Board, ensuring standardized practices and preventing risks from such transactions. Major shareholders who pledge or encumber their shares in significant amounts must report those arrangements to the SEC, which may then disclose the information to the public. These amendments directly respond to recent market abuses, including short selling without proper safeguards and instances where directors or major shareholders have pledged large share blocks without disclosure to investors, only to have those shares forcibly sold when collateral was called, causing dramatic share price declines and disrupting ownership structures and market stability. Reportable transactions for share pledges include the following: Shares used as margin account collateral Shares pledged as loan security, with immediate transfer upon default Shares formally pledged under the Civil and Commercial Code or registered with the Thailand Securities Depository Failure to report share pledges triggers criminal penalties, as does failure to comply with short sale requirements. By requiring advance disclosure and standardized short sale procedures, the SEC aims to enable investors to assess ownership stability and default