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What changed this quarter — at a glance 1. “Major shareholder,” redefined (effective 4 March 2026). The SEC now looks through to whoever holds real control of a securities company or digital asset operator — using a pro-rata look-through and aggregating spouses, minor children and parties “acting in concert.” The old 10% voting-rights line is no longer the whole test. 2. Outcome-based conduct rules (effective 1 April 2026). Securities and derivatives firms must govern four areas — products & services, pricing & value, customer understanding, and customer care — at board level, and pre-report material changes to the SEC at least three days in advance. 3. Mandatory client portfolio reports (effective 16 July 2026). Firms must give clients always-on, machine-readable portfolio data (holdings, average cost, profit/loss) via app or website — or deliver a monthly report within the first five business days of the following month. |
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 first quarter of 2026 (for updates relating to Material Transactions Rules and Related Party Transactions Rules, please refer to our earlier publications: SEC Thailand Issues Major Changes in Material Transaction Rules and SEC Thailand Issues Major Changes in Related Party Transaction Rules):
SEC Expands Definition of “Major Shareholder” to Capture Real Control in Securities Companies and Digital Asset Business Operators
The Office of the Securities and Exchange Commission (the “SEC”) has revised the definition of “major shareholder” applicable to securities companies and digital asset business operators to ensure that approval requirements extend to individuals or entities exercising real control. The amendments, which aim to enhance transparency, investor protection, and market integrity, took effect on 4 March 2026. Key changes include:
1. Expanded definition of “major shareholder.”
Under the revised rules, a “major shareholder” is no longer limited to a person holding, directly or indirectly, more than 10 percent of the total voting rights in a securities company or digital asset business operator, but now covers any person who exercises control over such securities company or digital asset business operator or its shares, in accordance with further criteria to be prescribed by the SEC.
2. Introduction of the pro-rata method for determining indirect shareholding interests.
The amended rules provide that a person who is the ultimate shareholder of an entity holding shares indirectly in a securities company or digital asset business operator may be deemed an indirect shareholder based on a proportional look-through calculation if such person’s aggregate direct and indirect shareholding interests, calculated on a pro-rata basis, exceed 10 percent of the total voting rights in the securities company or digital asset business operator.
3. Broader scope of persons whose holdings must be aggregated.
The new rules also expand the range of persons whose shareholdings or control must be combined when assessing effective ownership or control. These include spouses, minor children, and persons acting in concert. Indicators of “acting in concert” include voting agreements, joint business management, shared funding arrangements, standstill agreements, regular delegation of voting rights, nominee arrangements, share transfers within the same business group, and share sales at unjustifiably low prices.
SEC Enhances Regulatory Framework for Securities Companies and Derivatives Business Operators
The SEC has enhanced the regulatory framework governing responsible business conduct for securities companies and derivatives business operators. The revised regulations, which came into effect on 1 April 2026, adopt an outcome-based supervisory approach alongside existing standards relating to integrity, competence, and acting in the best interests of investors.
Under the revised framework, securities companies and derivatives business operators are required to implement governance mechanisms covering four areas: products and services, pricing and value, customer understanding, and customer care, under the oversight of their boards of directors. They must provide services responsibly and in their clients’ best interests, while ensuring that customers are treated fairly and appropriately, taking into account their characteristics, needs, and the risks associated with the relevant products and services.
To improve regulatory clarity and supervisory efficiency, securities companies and derivatives business operators are now required to report certain incidents to the SEC within prescribed timeframes. These include changes to the scope of services, capital market products offered, or customer base, as well as material changes to operational systems that may significantly affect business operations, which must be reported at least three days before the relevant change takes effect.
SEC Requires Securities Companies and Derivatives Business Operators to Prepare and Deliver Investment Portfolio Status Reports to Clients
The SEC has issued a new regulation requiring securities companies and derivatives business operators (excluding those providing services in relation to unit-linked life insurance products) to prepare and deliver investment portfolio status reports to clients. The new regulation aims to enhance clients’ long-term financial planning capabilities and will take effect on 16 July 2026.
Under the new regulation, securities companies and derivatives business operators must maintain portfolio data in a machine-readable format and ensure that clients can access up-to-date portfolio information at all times through electronic channels, including mobile applications, websites, data wallets, or other electronic platforms. At a minimum, the investment portfolio status report must include the type and quantity of securities, derivatives, and other investment assets held by the client, as well as the average cost and profit or loss associated with such assets.
Where electronic access is unavailable, a portfolio status report reflecting the client’s position as of the last business day of each month may be delivered through alternative channels agreed with the client, such as email or postal mail. The report must be delivered within the first five business days of the following month, except where the client has not conducted any transactions during the relevant month.
FAQ
Who is affected by the SEC’s new “major shareholder” definition?
Securities companies and digital asset business operators in Thailand. From 4 March 2026, the definition captures anyone exercising real control — not only those holding more than 10% of voting rights — using a pro-rata look-through and aggregating related parties and persons acting in concert.
When do the new client portfolio report rules take effect?
16 July 2026. Securities and derivatives operators must provide clients with always-on, machine-readable portfolio data, or deliver a monthly report within the first five business days of the following month.
What is outcome-based supervision for securities firms?
Effective 1 April 2026, the SEC requires firms to govern products and services, pricing and value, customer understanding, and customer care at board level, focusing on fair client outcomes, and to report certain material changes to the SEC in advance.
Need to assess how these Q1 2026 SEC changes affect your business? Wise Equity’s Capital Markets team advises securities companies and digital asset operators on shareholder structures, governance and client-reporting compliance.
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Contact us for a consultation. Email Karinvidch Olivero at karinevidch.o@wiseequitylegal.com, Atis Kantakamalakul at atis.k@wiseequitylegal.com or Jedsada Vittayatigonnasak at jedsada.v@wiseequitylegal.com.
