Highlights
Thailand SEC — Q4 2025 Key Takeaways - ICO Knowledge Tests — Retail investors must pass a test before buying digital tokens. Already passed? Exempt. Portals must update investor profiles every 2 years. (Effective: 16 Feb 2026)
- Digital Asset Exchange Listings — Exchanges can now list their own tokens, provided they’re used on a blockchain. In return: mandatory disclosure of all related parties to the SEC. (Effective: 1 Dec 2025)
- Margin Lending Overhaul — Four key changes: (a) 100% initial margin on IPO shares under THB 10bn for the first 14 days; (b) total margin loans capped at 4× capital; (c) brokers must limit collateral concentration in single stocks; (d) loans against securities for general purposes are banned. (Effective: 16 Oct 2025, some rules from 16 Apr 2026)
Bottom line: More access to digital assets — but tighter transparency and risk controls across the board.
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In this series of quarterly regulatory updates, Wise Equity Legal Counsel Limited aims to highlight key developments in the Thai capital markets and digital asset regulatory landscape. Below is our recap for the fourth quarter of 2025:
Amendments to Regulations on ICO Portals Relating to Knowledge and Suitability Tests
On 16 October 2025, the Securities and Exchange Commission of Thailand (SEC) issued Notification KorJor. 21/2568 Re: Rules, Conditions, and Procedures for Granting Approval to ICO Portal (No. 14) and Notification SorJor. 37/2568 Re: Rules on Detailed Requirements Relating to the Assessment of the Suitability of Investors for Investments in Digital Tokens, both of which came into effect on 16 February 2026. These regulations are intended to reduce the compliance burden on ICO portals and digital token investors in relation to the conduct of the knowledge test, as well as to determine an appropriate timeframe for an ICO portal to review and update investors’ information so that it remains up to date. Key revisions are as follows:
- Rules relating to the obligation of investors to take a knowledge test prior to investing in digital tokens, whereby non-institutional investors, non-ultra-high-net-worth investors, and high-net-worth investors that are not juristic persons are now required to complete a knowledge test prior to investing in digital tokens. However, investors who have already passed the knowledge test are exempt from retaking the test. Furthermore, the revised regulations also provide clearer guidance on the suitability assessment process.
- Rules relating to the review and update of investors’ information, whereby, in reviewing and updating the information used for assessing the suitability of investors’ investments in digital tokens, ICO portals must do so at least every two years.
Amendments to Regulations Governing Digital Asset Selection and Reporting Obligations
On 12 November 2025, the SEC issued Notification KorThor. 22/2568 Re: Rules, Conditions, and Procedures for Undertaking Digital Asset Businesses and Notification SorThor. 40/2568 Re: Rules in Detail Relating to the Disclosure of Information by Digital Asset Business Operators, both of which came into effect on 1 December 2025. These regulations were introduced to enhance the criteria for selecting digital assets permitted for use on digital asset exchanges, with the aim of aligning such usage with the current digital asset landscape, ensuring that digital assets are utilized appropriately, taking into account their practical applications, innovation, and the evolving ecosystem, while maintaining adequate investor protection. Key revisions include:
- Permitting the listing of ready-to-use utility tokens or cryptocurrencies issued by the exchange or its related persons, provided that such digital assets are intended to facilitate transactions conducted on a blockchain; and
- Imposing additional reporting obligations on digital asset exchanges to facilitate the monitoring, audit, and prevention of insider trading in relation to digital token transactions. Exchanges are now required to disclose information relating to related parties of digital token issuers whose tokens are listed on the exchange. In this regard, “related parties” include: (a) directors, executives, or controlling persons; (b) spouses or cohabiting partners of the persons referred to in (a); (c) juristic persons over which the persons referred to in (a) have controlling power; and (d) the parent company, subsidiaries, or affiliated companies of the digital token issuer. The key revisions also specify the details to be disclosed, including whether such persons are customers of the exchange, the nature of their relationship, their names, and the applicable timeframe for disclosure to the SEC.
Introduction of Stricter Margin Loan Rules and Prohibition of Loans Against Securities
On 17 October 2025, the SEC introduced new rules governing margin lending by securities companies and derivatives business operators. The measures aim to strengthen risk management, limit potential losses, and enhance confidence in the capital market. A key reform is the prohibition of loans secured by securities where the use of proceeds is unrestricted (loans against securities). Key changes include:
- Higher initial margin requirements for IPO shares
According to the amended Capital Market Supervisory Board Notification No. TorThor. 25/2552, higher initial margin rates are imposed on newly listed (IPO) shares:- 100% in the case of borrowing money to purchase IPO share valued below THB 10 billion during the first 14 trading days;
- 60% in the case of borrowing money to purchase IPO share during the period from the first 15 to 60 days of trading;
- 50% (or the exchange-prescribed rate, if higher) thereafter.
- Stricter limits on margin lending
According to the revised Office of the Securities and Exchange Commission Notification No. SorThor. 45/2561, limits on margin lending have become stricter to align exposure with a securities company’s financial capacity:
- Margin loans to a single client must not exceed 20% of the securities company’s capital.
- Total margin loans (net of provisions) must not exceed four times the securities company’s capital.
- If total balances exceed 3.5 times the securities company’s capital, it must submit a board-approved remediation plan to the SEC within 30 days, outlining measures to reduce exposure and prevent recurrence (unless the balances fall below the threshold for 7 consecutive business days).
- Enhanced collateral concentration controls
According to the revised Office of the Securities and Exchange Commission Notification No. SorThor. 45/2561, securities companies are required to implement risk management measures to control excessive concentration of collateral, particularly listed shares used for margin trading. They must set clear criteria for acceptable collateral, establish concentration limits, and monitor both the credit quality of borrowers and overall exposure across clients. Where margin loans are heavily secured by concentrated stock holdings, securities companies are required to apply additional safeguards to mitigate liquidation risk and potential losses.
- Eligible fund units as collateral
According to the revised Capital Market Supervisory Board Notification No. TorThor. 25/2552, only units issued by certain open-ended funds without transfer restrictions, such as index funds, unit trusts, and feeder funds, qualify as marginable securities, provided they:
- invest at least 80% of its NAV in foreign assets,
- allow daily redemption, and
- settle redemption proceeds within five business days.
- Prohibition of loans against securities
Under the revised Capital Market Supervisory Board Notification No. TorThor. 35/2556, securities and derivatives brokers are prohibited from providing loans against securities where the funds can be used for unspecified purposes. Lending is now strictly limited to investment activities, such as purchasing securities or derivatives, and regulators will apply a substance-over-form approach to prevent circumvention of the restriction.
Overall, these changes reduce systemic risk, limit excessive exposure by securities companies, and promote more transparent and responsible margin lending. The new rules took effect on 16 October 2025, except for certain margin lending criteria, which became effective on 16 April 2026. A one-year transitional period has also been granted for securities companies to achieve compliance with such criteria.
For more in-depth information on any of the above, please reach out to Karinevidch Olivero at karinevidch.o@wiseequitylegal.com or Atis Kantakamalakul at atis.k@wiseequitylegal.com or Jedsada Vittayatigonnasak at jedsada.v@wiseequitylegal.com.
