On Oct. 12, 2026, Thai SEC finalized the above eight regulations, namely Exemption from Filing Securities Offering Registration Statements (No. 11), Exemption from Filing Debt Securities Offering Registration Statements (No. 3).
Offering of Newly Issued Shares by Public Limited Companies for Listing on the Live Exchange and Securities Offerings by Companies Listed on the Live Exchange (No. 6).
Application for and Approval of Private Placements of Newly Issued Debt Securities and Offerings of Convertible Debentures to Specific Persons (No. 17).
Approval for Listed Companies to Offer Newly Issued Shares through Private Placements (No. 4).
Information Required in Shareholder Meeting Notices of Listed Companies for Approval of Securities Issuance and Offerings (No. 4).
Offering of Newly Issued Securities to Directors or Employees (No. 8).
Calculation of Securities Offering Prices and Determination of Market Prices for Assessing Below-Market-Price Offerings of Newly Issued Shares (No. 2).
The regulations are effective rom Nov. 1, 2026.
Document dated Oct. 12, 2026, received from Thai SEC Oct. 19, summarized Oct. 21.
On Mar. 25, Thai GVT proposed rules simplifying private placements for SMEs.
Thai GVT, Thai SEC launched a public consultation on proposed rules governing private placements of newly issued shares and convertible debentures by LiVEx-listed companies.
The objective is to facilitate post-listing fundraising for SMEs by providing a simpler, lower-cost regulatory framework while maintaining appropriate investor protection.
Framework Overview
Companies may offer securities to institutional investors, ultra-high-net-worth investors, and high-net-worth investors, with a limit of no more than 50 investors and a total offering value below THB 10mn within any 12-month period.
Eligible offerings are exempt from regulatory approval and filing requirements, including the submission of registration statements and prospectuses.
Companies are required to disclose relevant information, such as details included in shareholder meeting notices, to ensure shareholders receive sufficient information.
The framework does not require shareholder veto rights for discounted private placements or for employee stock option plans (ESOPs).
The changes are expected to benefit LiVEx-listed companies by increasing fundraising flexibility and reducing compliance costs.
Investor protection is maintained through mandatory disclosure requirements aligned with existing capital market regulations.
The rules are expected to take effect in Q3 2026 and are intended to enhance fundraising efficiency while maintaining investor protection through disclosure.
Consultation End
Comment period for the consultation closes on Apr. 26, 2026.
Mar. 26, 2026 Press Release
On Mar. 26, 2026, Thai SEC issued press release regarding the above consultation.
Aug. 2026 Consultation on Proposed Set of Regulations
On Aug. 7, 2026, Thai SEC proposed eight draft regulations re the private placement (PP) of newly issued shares and convertible bonds by companies on the LiVEx.
The aim is to enhance efficiency and facilitate fundraising via capital market, following the majority of stakeholder feedback agreeing with the proposed principles in the consultation noted above.
The comment period for the consultation closes on Sep. 7, 2026.
Oct. 2026 Regulations Finalized
On Oct. 12, 2026, Thai SEC finalized the above eight regulations, namely Exemption from Filing Securities Offering Registration Statements (No. 11), Exemption from Filing Debt Securities Offering Registration Statements (No. 3).
Offering of Newly Issued Shares by Public Limited Companies for Listing on the Live Exchange and Securities Offerings by Companies Listed on the Live Exchange (No. 6).
Application for and Approval of Private Placements of Newly Issued Debt Securities and Offerings of Convertible Debentures to Specific Persons (No. 17).
Approval for Listed Companies to Offer Newly Issued Shares through Private Placements (No. 4).
Information Required in Shareholder Meeting Notices of Listed Companies for Approval of Securities Issuance and Offerings (No. 4).
Offering of Newly Issued Securities to Directors or Employees (No. 8).
Calculation of Securities Offering Prices and Determination of Market Prices for Assessing Below-Market-Price Offerings of Newly Issued Shares (No. 2).
The regulations are effective rom Nov. 1, 2026.
Document dated Oct. 12, 2026, received from Thai SEC Oct. 19, summarized Oct. 21.
Regulators
Thai GVT; Thai SEC
Entity Types
Corp; Exch
Reference
Nt Kor Jor 6/2569, 7/2569, Tor Jor 31/2569, 32/2569, 33/2569, 34/2569, 35/2569, Sor Jor 23/2569, 10/12/2026; CP 48/2569, PR 164/2569, 8/7/2026; PR 62/2569, 3/26/2026; CP 11/2569, 3/25/2026
