WISE RECAP - CAPITAL MARKETS REGULATORY UPDATES FOR Q3/2025

Highlights

In these series of quarterly regulatory updates, Wise Equity Legal Counsel Limited aims to bring to your attention key developments of the relevant rules and regulations in the Thai capital markets and digital asset landscape. Here is our recap for the third quarter of 2025:

1. Amendment of Regulations on Share Acquisition, Shareholding, and Other Business Operations by Securities Companies and Derivatives Business Operators

On 6 August 2025, the Capital Market Supervisory Board issued the Notification No. TorThor. 25/2568 Re: Engagement in Other Businesses not Classified as Securities Business Under the Type Licensed to Securities Companies and the Office of the Securities and Exchange Commission (the “SEC Office“) issued the Notification No. SorThor. 24/2568 Re: Engagement in Other Businesses by the Derivatives Business Operators, both of which came into effect on 16 August 2025. These regulations are intended to oversee investment activities and other non-core business of securities companies and derivatives business operators. They aim to provide greater flexibility in conducting such activities while ensuring the effective and adequate management of risks that may affect the operators’ core business, clients, credibility, and reputation, as well as to accommodate the growing prevalence and increasing sophistication of digital assets in the current market landscape.

Key Requirements for Engaging in Other Non-core Business

1. The business must be related to or connected with the securities or derivatives business, or must involve the efficient use of the operators’ personnel, premises, systems, or existing equipment;
2. The securities company or derivatives business operator must demonstrate operational readiness, including having adequate capital, an appropriate management structure, sufficient and ongoing personnel, and the capacity to support the operations of such other non-core business; and
3. The business must not involve deposit-taking, lending, or investments in digital assets that provide returns to depositors; acting as an intermediary for individuals entering into loan agreements with others or investments in non-securities bills; or providing leverage products.

Requirements for Investment or Control in Other Non-Core Business

Prior to making any investment or acquiring control in a non-core business, a securities company or derivatives business operator must demonstrate its readiness, supported by comprehensive evaluation and risk analysis covering the following areas:

1. The target must have sufficient capital to ensure that the investment will not adversely affect the financial position, performance, or business continuity of the core securities or derivatives operations;
2. A robust risk management and internal policy framework must be in place to prevent any negative impact on core business operations, customers, including the capital markets at large; and
3. Effective systems and controls must be implemented to prevent or mitigate conflicts of interest and any potential adverse consequences.

Official records evidencing the approval of investments or control activities must be properly maintained and made readily available for inspection by the SEC Office.

Permitted Activities (Positive List)

To provide greater flexibility for securities companies and derivative business operators, the SEC Office has issued a positive list of business that may generally be conducted or invested in without requiring prior approval. For example, a licensed securities company holding a brokerage or dealer license may offer custodian or corporate services that support capital market activities. Those wishing to engage in such activities or business must also give the SEC Office 15-day prior notice of their intention.

2. Amendment of Regulations for Securities and Derivatives Business Operators Unable to Maintain Net Capital

The SEC Office has amended regulations concerning the requirements for securities business operators and derivatives business operators that are unable to maintain their net capital. These amendments were introduced to ensure the security of client assets and the uninterrupted provision of services to clients. Several of the amended regulations have been in effect since 1 September 2025, and their key changes are outlined below:

1. Revised requirements for business operators who are unable to maintain net capital, including a prescribed sequence of actions: suspending services of the business that may pose systemic risks, transferring client assets and derivatives positions to another business operator, and closing out derivatives positions;
2. Exemptions for business operators engaged in the digital asset business who cannot maintain net capital due to surges in asset values or trading volume, allowing them to apply for relief from business restrictions affecting their securities and derivatives operations, provided that they can demonstrate sufficient liquidity to continue normal business operations;
3. Revised client assets custody rules, permitting business operators who are unable to maintain net capital to transfer client assets without obtaining prior client consent in cases where transfers are mandated by law, or when the business operator intends to cease or transfer its business operations; and
4. Revised rules for client information collection and KYC, granting exemptions to business operators receiving transferred client assets, allowing them to provide securities selling services and reduce derivatives positions for transferred clients while KYC and client information collection are ongoing, subject also to the fulfilment of specified conditions, such as limits on transaction amounts and verification of client ownership.
   
   

3. Amendment on Licensing Exemptions for Digital Asset Business Activities Related to Investment Tokens

The SEC Office has issued the Notification No. KorThor 12/2568 Re: The Determination of Characteristics of Services that do not Constitute the Operation of a Digital Asset Exchange, Broker, or Dealer and the Notification No. KorThor 13/2568 Re: The Determination of the Types of Advisory Services that are not Deemed as the Provision of Digital Asset Advisory Services, both of which have been effective since 21 July 2025. These two notifications reflect the SEC Office’s ongoing transition of investment token governance from the Emergency Decree on Digital Asset Businesses B.E. 2561 to the Securities and Exchange Act B.E. 2535, improving regulatory clarity and consistency, while providing securities companies with greater flexibility to conduct digital asset businesses involving investment tokens without incurring redundant licensing requirements, provided that all operations are carried out in accordance with the updated regulatory framework to ensure that such activities do not adversely affect the company’s reputation or create reputation risk.

The notifications aim to expand the list of activities exempted from the requirement to obtain a digital asset business operator license under the Emergency Decree on Digital Asset Businesses B.E. 2561. For example, a licensed securities company may provide advice on the value or suitability of investing in SEC-approved investment tokens offered via a public offering or private placement, provided that the securities company is not specifically licensed as a digital asset advisory service provider. Furthermore, when a licensed securities company conducts digital asset sales or exchanges, these activities do not require a separate digital asset broker or dealer license, provided that the assets involved are SEC-approved investment tokens. Importantly, securities companies engaging in these exempted activities must not already hold an active license as a digital asset broker or dealer.

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For more in-depth information on any of the above, please reach out to Karinevidch Olivero at karinevidch.o@wiseequitylegal.com or Noraseth Ohpanayikool at noraseth.o@wiseequitylegal.com or Yanika Apisaksirikul at yanika.a@wiseequitylegal.com