Thailand – SEC Definition of Major Shareholder

Thailand – SEC Definition of Major Shareholder

On 30 January 2026, Thai SEC proposed revising definition for derivatives operators.

  • Thai SEC proposed to revise the definition of major shareholder for derivatives business operators, to strengthen supervision up to the level of true controlling persons.
  • The review responds to increasingly complex shareholding structures, aiming to assess the fitness and absence of prohibited characteristics of persons with real control, thereby strengthening transparency and market confidence.

Proposal

  • One key proposal is to treat any person who can directly or indirectly appoint or remove at least half of the board of directors as a major shareholder.
  • Another proposal is to aggregate shareholdings with those of spouses and minor children, and to include cases of coordinated voting or proxy arrangements (acting in concert).
  • Thai SEC also plans to provide clearer practical guidance, including methods such as pro-rata calculations, to assess ownership and control under complex corporate structures.

Effectiveness

  • The comment period of the consultation closes on 13 February 2026.