SEC Thailand Issues Major Changes in Related Party Transaction Rules

Highlights

On 19 January 2026, the Securities and Exchange Commission of Thailand (the “SEC”) officially announced comprehensive amendments to the Notification of the Capital Market Supervisor Board No. TorJor. 21/2551

Re: Rules on Connected Transactions (“RPTs”) for listed companies. The new rules will take effect on 1 July 2026. This article sets out the key changes to the RPT framework. With the new regime taking effect on 1 July 2026, this article outlines the key amendments to the RPT regulatory framework, including the following critical areas of change:

1. Updated Definition of Close Relatives

The definition of “close relative” has been amended to exclude a spouse. This amendment eliminates a prior definitional overlap, as a spouse is already encompassed within the definition of a “related person”. Under
the new rules, “close relatives” are now strictly limited to parents, siblings, children, and children’s spouses.

2. Scope of Exempt Transactions

The new rules set out the following categories of transactions that are exempt from the standard RPTs requirements:

• Transactions carried out on General Commercial Terms (for qualifying operational activities) that have been approved by the Board of Directors or in accordance with principles approved by the Board, at fair prices and on terms that do not result in any transfer of benefits and are no different from transactions with unrelated third parties;
• Employee loans made under staff welfare schemes, provided the terms are no more favorable than those offered to non-related employees;
• Transactions entered into with a subsidiary in which the listed company holds at least 90% of the total issued shares;
• New securities issued to a related person who receives them in the capacity of an underwriter,
  by exercising rights under a Rights Offering (RO) or Preferential Public Offering (PPO), or under an Employee Stock Option Program (ESOP);
• Transactions with a juristic person where the listed company or its subsidiary holds shares and has appointed the highest-ranking executive, provided there are no other related-party links; and
• In instances where both a parent company and its subsidiary are listed, the parent is exempt from the procedural RPT compliance requirements (including disclosure and shareholder approval) provided that the listed subsidiary has already fully complied with the applicable RPT rules for that specific transaction.

3. Updated Valuation Methodology

The new rules revise one of the methodologies for calculating transaction size by replacing Net Tangible Assets (NTA) with Net Assets (NA). This change aligns the RPTs valuation approach with the Material Transactions framework and more accurately reflects the value of companies with significant intangible assets.

4. Reorganization of RPT Valuation Categories

While the size tiers dictating approval levels have been consolidated, the underlying methodology for calculating transaction value now focuses on four distinct categories. These dictate how the transaction size is mathematically determined:  

1. Financial assistance provided to a related person: calculated as the higher of (i) principal and interest over the life of the arrangement, (ii) the value of any guarantee provided, or (iii) the potential loss upon default. In this regard, the interest value shall be calculated based on the interest rate charged to the related person or the listed company’s or its subsidiary’s average interest expense rate, whichever is higher.
2. Financial assistance received from a related person: calculated as the interest and other benefits payable by the listed company or subsidiary. In this regard, the interest value shall be calculated based on the interest rate charged by the related person or the listed company’s or its subsidiary’s average interest expense rate, whichever is higher.
3. Disposal of subsidiary shares to a related person resulting in loss of subsidiary status: the transaction value must include the outstanding loan balance, guarantee obligations, and other liabilities owed by that subsidiary to the listed company.
4. Other RPTs: calculated as the higher of (i) the total consideration paid or received, (ii) the book value, or (iii) the market value.
   
   

5. Reclassified of the RPTs Framework of the Transaction size and Approval Authority

The new rules also introduce a reclassification of RPTs Framework of transaction size and approval authority to enhance clarity and ease of application. Notwithstanding this reclassification, the three-tier transaction size framework is retained, with procedural requirements calibrated to the size of the transaction. Under this revised framework, RPTs are categorized into General RPTs and Specific RPTs.

General RPT:

In the case of general RPTs, the listed company shall use the highest transaction size for the purpose of determining the approval authority and the applicable obligations. Transactions with a size not exceeding THB 1 million or 0.03% of Net Assets (NA), whichever is higher, are exempt from specific requirements under the RPT rules and remain subject only to the listed company’s internal delegation of authority.

Special RPT:

The special RPTs cover transactions which are the financial assistance to:

• a related person who is a natural person; or
• a related person that is a juristic person in which the listed company or its subsidiary holds a lower proportion of shares than other related persons or holds no shares;

For special RPTs, the lowest transaction values shall be used to determine the approval authority and applicable obligations.

In this regard, progress reporting obligations mirror those under the Material Transactions framework: semi-annual updates are due by 31 July and 31 January, via Form 56-1 One Report, until the transaction is completed or cancelled.

6. Revised Transaction Aggregation Rules

Transactions with related persons from the same group must be aggregated over a 6-month lookback period preceding the transaction date. Transactions that have already been approved by a shareholders’ meeting are excluded from this calculation.

For these purposes, “same group” related persons mean:

1. the same related person;
2. major shareholders, controlling persons, and the related persons and close relatives of the person in (1);
3. the related persons and close relatives of the persons in (2); and
4. juristic persons whose major shareholder or controlling person is a person described in (1), (2), or (3).

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

7. Clarification on General Commercial Terms

Consistent with Section 89/12(1) of the Securities and Exchange Act B.E. 2535 (1992) (as amended) (the “Securities and Exchange Act”), a transaction qualifies as being on General Commercial Terms if it is an arrangement of the same character as that which a reasonable person would enter into with a counterparty in the same circumstances, negotiated at arm’s length free from the influence arising from the director’s, executive’s, or related person’s position; such arrangements, provided they are approved by the Board or made in accordance with Board-approved principles, shall not be subject to the requirements under the RPT rules.

8. The 10% Minority Shareholder Veto Right

In a major shift toward enhanced shareholder protection, the new rules introduce a potent veto mechanism. While standard RPTs require a 3/4 majority vote (excluding interested parties) for approval, the threshold for failure changes dramatically if the transaction is contested. If the Audit Committee or the Independent Financial Advisor issues an opinion advising against the transaction, minority shareholders can outright block it. A veto is triggered if shareholders representing just 10% of the total voting rights attending the meeting vote against the transaction. This development significantly narrows the margin for errors in deal structuring and board justifications.

9. Removal of SEC Discretionary Oversight

Under the previous rules, The SEC had discretion to assess the fairness of RPTs and whether any transfer of benefits occurred. This authority has been removed on the basis that directors and management are already subject to fiduciary duties under the Securities and Exchange Act. The SEC’s role is therefore shifted from transaction-level review to broader regulatory oversight.

10. SEC’s Substance-Over-Form Authority

To address potential regulatory circumvention, the amendments expressly empower the SEC to assess transactions based on their substantive economic reality rather than their legal form. Where the SEC determines that a transaction has been structured with the intent of circumventing the RPT requirements, it may look through such arrangement and impose the relevant compliance obligations on the listed company accordingly.

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 Benjapa Ratanawaraporn at Benjapa.r@wiseequitylegal.com