Thailand

While conventional loan arrangements are commonly used where financing is obtained from a limited number of lenders, debentures and convertible debentures may provide an alternative means of raising capital from multiple investors under a single issuance and offer a more flexible investment structure for both issuers and investors. Although Section 1229 of the Thai Civil and Commercial Code generally prohibits private limited companies from issuing debentures, Section 37 of the Securities and Exchange Act B.E. 2535 (1992) (as amended) (the “Securities Act”) provides that such restriction shall not apply to private limited companies that obtained approval to issue debentures under the Securities Act. A private placement to institutional investors, ultra-high-net-worth investors (“UHNW investors”), high-net-worth investors (“HNW investors”), or other investors, is a fundraising method commonly adopted by private limited companies (the “Issuers”). This is because the Issuers may obtain approval on a general basis and are exempt from the requirement to file a registration statement and/or prospectus (the “Filing”) with the Securities and Exchanges Commission of Thailand (the “SEC”). Institutional Investors include, among others, financial institutions, securities companies, insurance companies, investment funds, angel investors, venture capital companies, and persons having a relationship with the company in the manner prescribed by applicable regulations, as well as any other persons designated by the SEC Office. Debentures Under Notification of the Capital Market Supervisory Board No. TorJor. 16/2565 Re: Application for and Approval of the Offering for Sale of Newly Issued Debt Instruments through a Private Placement and the offering of Convertible Debentures to Persons with Specific Characteristics (as amended) and Notification of the Securities and Exchange Commission No. GorJor. 30/2565 Re: Exemption from the Requirement to File a Registration Statement for the Offering of Debt Securities (as amended), in offering debentures, the Issuers may consider conducting the offering under the PP10 regime in order to benefit from general approval and an exemption from the requirement to file the Filing with the SEC. Under the PP10 regime, debentures may be offered to (i) institutional investors, provided that the number of offerees does not exceed 10 within any 4-month period, or (ii) UHNW investors and/or HNW investors, provided that the number of offerees does not exceed 10 and the aggregate offering value does not exceed THB 50 million at any time, subject to key requirements as follows: General Qualifications for Issuers Has not offered any type of debt securities in violation of the offering requirements, during the 2-year period preceding the date of filing the transfer restriction with the SEC Office, unless a waiver has been granted by the SEC Office; Has registered the transfer restrictions with the SEC Office; and Has submitted the draft terms and conditions of the debentures, the draft debenture holders' representative appointment agreement (if any), and details of the intended use of proceeds from the offering to the SEC Office. General Qualifications for Debentures Not contain provisions allowing the Issuers to defer or cancel interest or other payments, effect a write-down or write-off of the debentures, or implement a waterfall payment structure; and Bears either a fixed interest rate or a floating interest rate linked to a financial institution's interest rate or another reference rate, or be issued as zero-coupon bonds. Offering Method and Offering Period The Issuers must conduct the offering on a private placement basis, meaning that the offering must not be advertised to the public and the offering documents must be distributed only to persons falling within the relevant category of investors or within the applicable numerical limits prescribed for the relevant offering type. While a PP10 offering is not subject to any prescribed offering period, the Issuers should nonetheless consider conducting the offering within a reasonable timeframe to ensure that the information provided to investors remains current. Post-Offering Obligations The Issuers must use the proceeds from the offering in accordance with the purposes notified to the SEC Office. The issuers are also required to report to the SEC Office any early redemption of the debentures, the use of proceeds from the offering, and the results of the offering. Convertible Debenture In addition to conventional debentures, a private limited company may consider issuing convertible debentures, which grant investors the right to convert the debentures into shares of the Issuers. Convertible debentures combine both debt and equity features and may align the interests of the Issuers and investors by allowing investors to participate in the future growth and potential increase in the value of the Issuer’s shares. Under Capital Market Supervisory Board Notification TorJor. 25/2565 Re: Private Placement Offerings of Newly Issued Securities by Limited Companies (as amended) and Notification GorJor. 32/2565 Re: Exemption from Filing a Registration Statement for Convertible Debentures Issued by Limited Companies, the scope of the exemptions available to private placement offerings of convertible debentures is broader than that applicable to offerings of conventional debentures, as the Issuers may offer convertible debentures to institutional investors without being subject to the 10-offeree limitation and may also make offerings under the PP10 regime to a broader range of eligible investors beyond UHNW investors and HNW investors, as summarized below: Instruments Type of investors Institutional investors UHNW investors / HNW investors Other investors Debentures PP10 - Offerees ≤ 10 within any 4-month period PP10 - Offerees ≤ 10 and Offering value ≤ THB 50 million × Convertible Debentures No limit PP10 - Offerees ≤ 10 and Offering value ≤ THB 50 million/1 Remark:      /1 Offering convertible debentures on PP10 basis is not available to a small enterprise, determined by the number of employees and annual revenue. In offering convertible debentures on a private placement basis, the Issuers must comply with the general requirements applicable to private placement offerings, as discussed above in relation to debenture offerings. In addition, given that convertible debentures carry conversion rights into shares, the Issuer must obtain a shareholders' resolution approving the issuance of a sufficient number of shares to accommodate the exercise of such conversion rights and register such resolution with the Department of Business Development (“DBD”). Upon completion of the offering of the convertible debentures, the company must submit a report on the results of the offering to the SEC Office. If any investors exercise their conversion rights, the company must also report the resulting issuance of shares to the SEC Office and register the corresponding capital increase with the DBD. Whether an Issuer should raise funds through conventional debentures or convertible debentures will ultimately depend on the commercial objectives of both the Issuer and the investors, the intended investor base, and the specific circumstances of the proposed offering. A careful assessment of the available structures and the applicable regulatory requirements is therefore essential before undertaking any fundraising exercise.    

BANGKOK, 1 July 2026 – Kudun and Partners ("KAP") has strengthened its partnership with the addition of Nopparat Lalitkomon as Head of the firm's Technology, Data and Innovation Practice, along with a team of associates, while also welcoming competition law specialist, Piyapat Tubin to launch the firm's Antitrust & Trade Competition Practice. The strategic additions reflect the firm's continued investment in high-growth practice areas driven by digital transformation, increasing regulatory complexity, and heightened competition law enforcement across Thailand and the wider region. Nopparat joins KAP from one of Southeast Asia's leading regional law firms, bringing extensive experience advising multinational corporations, financial institutions, technology companies, digital platforms, fintech operators, insurers, and telecommunications businesses on complex regulatory, commercial and transactional matters across the region. Widely recognised for his work in technology, data privacy, cybersecurity, and digital business regulation, Nopparat is regarded as one of Thailand's leading practitioners in the technology sector. He also regularly advises on foreign direct investment, corporate structuring, mergers and acquisitions, and joint ventures. His arrival comes at a time when businesses face unprecedented regulatory scrutiny arising from artificial intelligence (AI), digital platforms, cross-border data transfers, cybersecurity risks, digital payments, and evolving data protection requirements. As businesses continue to accelerate their digital transformation initiatives, demand for integrated legal support that bridges technology, regulatory, commercial, and transactional considerations has grown significantly. Under Nopparat's leadership, KAP intends to further strengthen and expand its Technology, Data and Innovation Practice, offering clients a broader suite of advisory and managed legal services designed to support businesses throughout their digital transformation journey. The practice will provide strategic counsel on data protection and privacy compliance, DPO-as-a-Service, Local Rep-as-a-service, PDPA implementation and training, AI governance and responsible AI frameworks, cybersecurity preparedness and incident response, technology contracting, online gaming and digital content advisory, digital payments and legal technology solutions. The expanded offering reflects increasing demand from clients for practical, business-oriented support in navigating increasingly complex digital, regulatory and operational landscapes across Thailand and Southeast Asia. At the same time, KAP is launching its Antitrust & Trade Competition Practice with the appointment of Piyapat Tubin, a highly regarded competition law specialist with more than a decade of experience in competition law enforcement, investigations, litigation, regulatory policy, and legislative drafting. Prior to joining KAP, Piyapat held senior positions at Thailand's Office of Trade Competition Commission (OTCC), where she led major investigations involving cartel conduct, abuse of dominance, merger control, unfair trade practices, and digital platform regulation. Having served in senior roles at the OTCC, Piyapat brings a rare combination of regulatory, enforcement, and policy-making experience. Her deep understanding of the legislative intent behind Thailand's competition laws, together with firsthand knowledge of how regulators assess conduct, investigate cases, and make enforcement decisions, enables her to provide practical and commercially focused advice on competition risk, merger control, regulatory investigations, and compliance matters. The launch of KAP's Antitrust & Trade Competition Practice reflects the growing importance of competition law as a core element of business strategy and regulatory compliance. As markets become increasingly interconnected and the world grows smaller, competition law is no longer a distant legal concept—it has become an integral part of doing business. Our practice advises clients on merger control, competition compliance, regulatory investigations, cartel and abuse of dominance matters, dawn raid preparedness, and a full spectrum of antitrust and trade competition issues, helping businesses manage legal risks, seize commercial opportunities, and achieve sustainable growth. Commenting on the appointments, Kudun Sukhumananda, Managing Partner of Kudun and Partners, said: "Beyond strengthening our traditional legal capabilities, these additions enable us to broaden our service offerings in areas such as AI governance, data protection, cybersecurity, digital business regulation and competition law, where clients are increasingly seeking strategic and operational support alongside legal advice. The addition of Nopparat, his team members as well as Piyapat significantly strengthens our ability to advise clients on these critical issues. Their expertise aligns closely with the evolving needs of our clients and supports our vision of building one of Thailand's leading full-service independent law firms." Nopparat added: "I am delighted to join Kudun and Partners at such an exciting stage of its growth. Thailand continues to attract significant investment in technology, digital infrastructure, and innovative businesses. I look forward to helping clients navigate the opportunities and regulatory challenges arising from this rapidly evolving landscape." The appointments form part of KAP's broader growth strategy as the firm continues to expand its capabilities in response to client demand across key sectors, including technology, healthcare, financial services, manufacturing, consumer goods, infrastructure, and the digital economy. About Kudun and Partners Kudun and Partners is a leading independent Thai law firm providing comprehensive legal services across corporate and M&A, dispute resolution, capital markets, restructuring and insolvency, employment, tax, regulatory, technology, data privacy, competition law, and other strategic practice areas. The firm advises multinational corporations, financial institutions, investors, entrepreneurs, and leading Thai businesses on their most significant legal and commercial matters. For media inquiries, please contact: Business Development and Marketing Team [email protected]

Tilleke & Gibbins is pleased to announce the appointment of Chanakarn Boonyasith as partner in the firm’s Bangkok office, further bolstering its top-tier employment practice in Thailand and broadening the strength of its corporate and M&A group. Chanakarn brings extensive experience advising multinational and domestic clients on Thai labor and employment law, personal data protection, and corporate and commercial matters. Her practice encompasses workforce restructuring, complex terminations, employment compliance, workplace investigations, and cross-border employment matters, serving clients across diverse industries including manufacturing, financial services, hospitality, transportation, retail, education, and renewable energy. She also advises on data protection and commercial transactions, enabling her to deliver integrated solutions for multifaceted, cross-jurisdictional matters. Prior to joining Tilleke & Gibbins, Chanakarn was a partner at an international law firm in Bangkok, where she established herself as one of Thailand’s foremost employment lawyers. She is ranked by Chambers and Partners and has been named to Asia Business Law Journal’s A-List of Thailand’s top lawyers. Tilleke & Gibbins managing partner Darani Vachanavuttivong said, “Chanakarn is widely recognized as one of Thailand’s leading employment lawyers, and we are delighted to welcome her to the firm. Her deep expertise in labor and employment law, combined with her practical, business-oriented approach, will further strengthen our ability to deliver comprehensive legal solutions to the multinational companies we advise.” Tilleke & Gibbins managing partner Tiziana Sucharitkul said, “Chanakarn’s appointment underscores our commitment to offering clients best-in-class counsel across all areas of corporate and commercial law. Her track record of assisting clients in navigating Thailand’s evolving employment environment and her strong reputation in the market make her an outstanding addition to Tilleke & Gibbins.” About Tilleke & Gibbins Tilleke & Gibbins is a leading Southeast Asian regional law firm with over 250 lawyers and consultants practicing in Cambodia, Indonesia, Laos, Myanmar, Thailand, and Vietnam. We provide full-service legal solutions to the top investors and high-growth companies that drive economic expansion in Asia. Established in Bangkok in 1890, we have since grown into the largest independent law firm in Thailand and a leading international firm across Southeast Asia due to our commercial focus, local knowledge, and extraordinary service. For enquiries, please contact Sara Miller, director, marketing & business development, at [email protected].

The Securities and Exchange Commission of Thailand (the “SEC”) has revised the rules governing Material Transactions (“MT”) and Connected Transactions (“CT”), as announced in late 2025 under the Notification of the Capital Market Supervisory Board No. TorJor. 45/2568 Re: Rules on Material Transactions and the Notification of the Capital Market Supervisory Board No. TorJor. 46/2568 Re: Rules on Connected Transactions, respectively, to enhance investor protection in line with international standards, promote good corporate governance and sustainability, as well as reduce the regulatory burden of listed companies. To allow listed companies and stakeholders sufficient time to prepare for implementation, the revised rules will come into effect on 1 July 2026. The key amendments are as follows: Transaction Aggregation The aggregation rules for transaction values are refined to prevent splitting of transactions for the purpose of circumventing MT and CT requirements. Material Transactions – The aggregation period for related transactions or transactions undertaken under the same project is extended from 6 months to 12 months before the entry into the transaction. Connected Transactions – The aggregation period remains at 6 months before the entry into the transaction; however, the scope of “same group” for transaction aggregation has been broadened as set out below: (1)        the same connected person; (2)        major shareholders, controlling persons, related persons and close relatives of the connected person; (3)        related persons and close relatives of the persons under (2); and (4)        juristic persons whose major shareholders or controlling persons are persons under (1), (2) or (3). However, the SEC is empowered to aggregate transactions as a single transaction, having regard to their underlying purpose or substantive nature (substance-over-form), for the purposes of enforcing the MT and CT rules and protecting shareholders’ rights. Shareholders’ Approval and Veto Rights Shareholder participation in MT undertaken by listed companies is enhanced by lowering the thresholds for transactions requiring shareholders’ approval from 50% to 25% and introducing special MT that are subject to heightened regulatory oversight. The thresholds for each procedure are as follows: Material Transactions size (“x”) Ordinary MT Special MT/1 Procedures Old New  – X ≥ 25% X ≥ 10% Board of Directors’ approval, Information Disclosure, Shareholders’ approval X ≥ 50% X ≥ 50% X ≥ 25% Board of Directors’ approval, Information Disclosure, Shareholders’ approval, IFA Opinion /1     Entering into a transaction by a company having negative net assets or incurring operating losses, where such transaction has or is likely to have an adverse effect on financial position or operation results Connected Transactions size (“x”) Ordinary CT Special CT/1 Procedures Old New X > THB 1 million or 0.03% of NTA/2 (whichever is higher) X > THB 1 million or 0.03% of NAV/2 (whichever is higher) X < THB 100 million or 3% of NAV/2 (whichever is lower) Board of Directors’ approval, Information Disclosure X ≥ THB 20 million or 3% of NTA/2 (whichever is higher) X ≥ THB 20 million or 3% of NAV/2 (whichever is higher) X ≥ THB 100 million or 3% of NAV/2 (whichever is lower) Board of Directors’ approval, Information Disclosure, Shareholders’ approval, IFA Opinion /1     Entering into a financial assistance transaction with a connected person who is either (i) an individual, or (ii) a juristic person in which the company or its subsidiary holds shares in a proportion lower than that held by other connected persons /2     The change from Net Tangible Assets (NTA) to Net Asset Value (NAV) addresses uncertainties arising from the exclusion of intangible assets under Net Tangible Assets (NTA). Veto Rights of Minority Shareholders – A veto mechanism is introduced. If the audit committee or the independent financial advisor (IFA) is of the opinion that a listed company or its subsidiary should not enter into a MT or CT, a shareholder holding not less than 10% of the total voting rights of the shareholders present at the meeting and entitled to vote shall object to and block such a transaction. Pre and Post Disclosure Requirements To ensure transaction transparency and comprehensive disclosure for shareholders and investors, listed companies are required to provide more extensive information, and the board of directors is required to certify that all directors have exercised due care in reviewing the information and consider the transaction to be reasonable and in the best interests of the company and its shareholders. Furthermore, following approval by the shareholders, the listed company is required to report the progress of the transaction on a semi-annual basis until completion of such transaction, or to report its inability to proceed with or the cancellation of the transaction. Such disclosure must also be included in Form 56-1 One Report of listed companies. Amendments for Operation Efficiencies Not solely aimed at enhancing shareholder protection, the reforms also introduce greater operational flexibility and reduce the regulatory burden on listed companies, as outlined below: Listed Parent / Listed Subsidiary Dual Approval Exemption – Where both a parent company and its subsidiary are listed companies, and the subsidiary’s entry into a transaction has already been approved by its board of directors or shareholders in accordance with MT and CT rules, the parent company is exempt from MT or CT requirements, as the case may be; Exclusion of Material Transactions – Certain transactions are excluded from the scope of MTs including intercompany transactions, new subsidiary establishments, as well as transactions undertaken for liquidity management or in the ordinary course of business. Confidential Material Transactions – In the event that the board of directors, having duly considered its fiduciary duties, determines that prior disclosure of information or obtaining shareholders’ approval may result in significant damage to the company’s interests, Shareholders may approve the transaction on a framework and principle basis. In this regard, the company shall disclose the relevant information after the transaction has been agreed. Next Steps and Readiness of Listed Companies The Stock Exchange of Thailand (“SET”) has not yet issued the corresponding regulations, which are expected to provide further details on MT and CT disclosure requirements, and the final implementation framework remains subject to further clarification. We will continue to monitor developments and provide updates as clarity or progress emerges. Listed companies should closely monitor further developments and begin preparing internally to ensure readiness for compliance ahead of the effective date on 1 July 2026, especially regarding internal policies, governance processes, transaction monitoring frameworks, and disclosure systems.   Written by: Sumet Mingmongkolmitr (Senior Partner)