PATTAYA, Thailand – The Stock Exchange of Thailand (SET) has introduced a comprehensive upgrade to its regulatory framework covering listed companies, real estate investment trusts (REITs), and mutual funds, aimed at enhancing transparency, strengthening investor protection, and aligning market practices with international standards. The new measures took effect on July 1, 2026.
The revised rules place greater emphasis on timely and detailed disclosure of financial risks and internal control issues. Listed companies (LCs), trusts, and funds are now required to disclose material risk-related transactions—such as asset impairment losses, expected credit losses, and unreturned deposits—together with their financial statements, with quarterly progress updates until issues are resolved. Companies must also immediately disclose any significant findings by their boards or audit committees regarding weaknesses in internal control systems, along with ongoing quarterly updates until corrective actions are completed.
In addition, SET has strengthened shareholder transparency requirements by mandating monthly disclosure of major changes in shareholding. This includes movements of 5% or more under Form 246 filings, as well as completed tender offer outcomes under Form 256, except in cases involving voluntary delisting. The exchange has also revised its approach to backdoor listing rules, shifting the focus from transaction structure to overall substance. Under the new criteria, large asset acquisitions that exceed the size of the listed company, or transactions resulting in a change of control or board composition exceeding 50%, will be treated as backdoor listings. The same applies when existing shareholders are diluted to below 50% of paid-up capital. Rules governing “cash companies”—firms holding mainly cash or near-cash assets without a clear core business—have also been tightened. The new framework assesses overall financial condition rather than relying solely on asset disposal events, with implementation beginning from financial statements ending after July 1, 2026.
The SET has also revised its “Caution (C)” sign regulations, adjusting the timing for counting compliance periods under “CC” (Non-Compliance) and “CF” (Free Float) categories. The countdown will now begin from the date a company is required to disclose an event, rather than the date of actual disclosure. Officials say this change prevents companies from benefiting from delayed reporting. Free float requirements for newly listed companies have also been strengthened. Large-cap companies will no longer receive exemptions on share distribution timelines, and any reduction in free float below required thresholds upon listing will result in immediate non-compliance classification. The SET said the reforms were approved following consultations with stakeholders and with the Securities and Exchange Commission (SEC), and aim to ensure fair, timely, and accurate information for investors in a rapidly changing market environment. Full details of the updated rules are available on the SET website under the “Regulations” section. (TNA)
