SEC Thailand Issues Major Changes in Material Transaction Rules

Highlights

On 19 January 2026, the Securities and Exchange Commission of Thailand (the “SEC”) officially issued comprehensive amendments to the regulations governing Material Transactions (“MTs”). The new rules — issued under Capital Market Supervisory Board Notification No. Thor Jor. 45/2568 Re: Criteria for Material Transactions — mark the most significant overhaul of the MTs regulatory frameworks in recent years.

The new regulations will take effect on 1 July 2026. This article focuses on the key amendments to the MTs legal framework.

1. Revised Transaction Size Thresholds and Procedural Requirements

The SEC has implemented significant changes to the transaction size thresholds that trigger disclosure and approval requirements. The key changes are as follows:

New Framework for General Listed Companies:

New Framework for Financially Impaired Companies:

A “Financially Impaired Company” is herein defined as a listed company with negative net assets or a negative net profit. The stricter regulatory thresholds are triggered only when such companies pursue transactions that could further adversely impact their financial position or operating results.

Key procedural changes include:

1. elimination of the requirement to distribute circular letters to shareholders;
2. removal of the SEC’s pre-review process for the IFA report and shareholders’ meeting package, which will streamline transaction timelines; and
3. introduction of mandatory progress reporting for transactions approved by shareholders, with periodic updates required every 6 months, due by 31 July and 31 January, until completion or cancellation, with disclosure via Form 56-1 One Report.

2. Enhanced Shareholder Protection Mechanisms

The amendments introduce a robust minority protection mechanism. If either the audit committee or the IFA opposes the transaction, shareholders holding at least 10% of the voting rights present at the meeting can veto such transaction.

3. Revised Transaction Aggregation Rules

The new regulations replace the previous blanket 6-month aggregation rule with a more targeted approach. Under the updated framework, asset acquisitions or disposals are only aggregated if they are related or part of the same project occurring within a 12-month window. Transactions already approved by shareholders are excluded from this calculation.

More importantly, the SEC retains the authority to aggregate transactions that appear to have been structured to circumvent the regulatory thresholds.

4. Updated Valuation Methodology

The new rules modify the calculation methodology for transaction size in several important ways:

1. Net Asset Basis: The calculation will change from Net Tangible Assets (NTA) to Net Assets (NA), removing the requirement to exclude intangible assets. This aligns Thai regulations with international standards and better reflects current business valuations where intangible assets often constitute significant value.
2. Net Profit Basis: The profit calculation basis will shift from operating net profit to total net profit, streamlining the overall financial assessment.
3. Equity Value Basis (applicable to share issuance transactions): Two changes are (i) subsidiaries will be removed from both the numerator and denominator of the equity value formula, so the calculation will be based solely on the listed company’s own shares and (ii) the formula will shift from a market value of securities basis to a number of shares basis.

5. Expanded Scope of Covered Transactions

The amendments broaden the scope of MTs to encompass two new categories:

1. entering into, amending, or terminating lease or hire-purchase agreements for all or part of a business or assets (excluding normal business operations); and
2. providing financial assistance to third parties outside the ordinary course of business.

These additions align the regulations with Section 89/29 of the Securities and Exchange Act B.E. 2535 (1992) (as amended).

6. Clearer Exemptions

The new rules codify several exemptions from the MTs requirements, including:

1. acquisition or disposal of current assets used in ordinary business operations;
2. treasury investments in low-risk financial instruments such as government bonds and money market funds;
3. intra-group transactions between a listed company and its subsidiaries or between subsidiaries; and
4. establishment of subsidiaries (to avoid double-counting when the subsidiary subsequently enters into transactions).

To eliminate duplicative regulatory burdens, the updated legal framework introduces a practical exemption for corporate groups. In scenarios where both a parent company and its subsidiary are listed, the parent company is now exempt from separate MTs requirements, strictly on the condition that the listed subsidiary has already fully satisfied all applicable MT obligations for the transaction in question.

7. SEC’s Substance-Over-Form Authority

To combat regulatory circumvention, the amendments explicitly authorize the SEC to evaluate transactions based on their practical substance. If the SEC determines that a deal’s structure was engineered specifically to bypass MTs requirements, it holds the formal power to look through the arrangement and impose the appropriate compliance obligations on the listed company.

Key Regulatory References

For more information on these regulatory changes and how they may affect your business, please contact: Teerasak Petchpaibool at teerasak.p@wiseequitylegal.com or Anisa Kitpanuruj at anisa.k@wiseequitylegal.com.