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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)