Thailand now looks beyond formal ownership when checking major shareholders

The rule follows the money behind an acquisition

The test is broader than a straightforward loan. The SEC says significant financial support can include money or other assets, guarantees, contractual arrangements and investments in other instruments when they effectively finance a major shareholder’s acquisition of shares in an operator or in an entity higher in the ownership chain. Intermediaries involved in providing that support can also be taken into account. The framework also addresses fragmented ownership. Where several people receive their principal funding from the same source, their holdings or controlling power may be aggregated when the SEC determines whether major-shareholder rules apply. This allows the regulator to examine economic backing alongside the legal ownership chart.

Not every lender is pulled into the approval regime. Ordinary-course lending by Thai financial institutions and qualifying foreign financial institutions from Basel Committee member jurisdictions is among the excluded transactions, as is securities-trading finance in the examples given by the SEC.

For practical context, see Thailand economy and finance. This development also connects with Thailand SEC proposes broader rules for major shareholders.

The June consultation has been superseded by final rules

On 9 June, the SEC was still seeking comments on a draft, with the hearing running until 23 June. The Office of the SEC later issued Notification No. Sor Thor. 8/2569 on 11 August, and the revised criteria took effect on 16 August 2026.

Existing securities and digital-asset business operators have a 90-day transitional period from the effective date to review their structures and seek approval for people who newly fall within the categories of significant funding provider or people sharing the same principal funding source. That makes the August rule, rather than the June proposal, the relevant compliance position now.

Who should pay attention

The immediate burden sits with licensed business operators and the ownership structures around them. A financing arrangement that supports a major shareholder’s acquisition may need to be assessed even when the funding is provided indirectly, through a guarantee, another instrument or an intermediary rather than a simple cash loan.

An ordinary customer of a crypto exchange or securities firm is not turned into a major shareholder merely by using the service or holding digital assets. The issue arises where the person is materially involved in financing a major shareholder or is part of a group whose funding comes from the same principal source. Whether a particular arrangement crosses that line depends on its actual terms and relationships.