Mitihoon – The Securities and Exchange Commission (SEC) has amended the regulations governing material transactions (MT) and related party transactions (RPT) of listed companies to ensure alignment with current circumstances and international standards, as well as to strengthen investor protection. The revised rules will take effect on 1 July 2026.
Earlier, the SEC initiated a review of the regulations on MT and RPT of listed companies to ensure alignment with current circumstances and international standards, as well as to strengthen investor protection. To advance this initiative, the SEC conducted a public hearing during July–August 2025, where the majority of respondents expressed support for the proposed amendments.
Accordingly, the SEC has issued notifications to revise the relevant regulations, effective 1 July 2026, with the following key features:
(1) Revision of rules to enhance clarity and align with current circumstances, such as revising methods for calculation and aggregation of transactions, adjusting
obligations based on the size of each transaction type, and refining definitions and related requirements.
(2) Enhancement of investor protection mechanisms, such as granting shareholders the right to vote against a transaction in cases where the audit committee or independent financial advisor (IFA) opines that shareholders should not approve it, requiring listed companies to report transaction progress to investors, empowering the SEC to apply the substance-over-form principles and require listed companies to comply with the rules if the substance of a transaction is deemed comparable to MT and RPT as prescribed.
(3) Reduction of burdens and enhancement of flexibility for listed companies by exempting certain transactions from the requirements, such as intra-group MTs between a listed company and its subsidiary or among its subsidiaries; and allowing listed companies to seek advance shareholder approval and delegating authority to the board of directors to act within the approved framework and principles (in cases with constraints, e.g., bidding or tendering processes, where disclosure or seeking shareholder approval prior to the transaction under normal rules may significantly harm the company’s interests).
Mr. Anek Yooyuen, Deputy Secretary-General and Spokesperson of the SEC, stated: “These amendments are part of the Strengthening Good Governance of Securities Issuers Project, which aims to enhance the quality of corporate governance and promote sustainability, with an emphasis on preventive measures through more robust regulatory standards. The revised framework empowers the SEC to apply the substance-over-form principle and require compliance with MT/RPT rules where the true substance of a transaction is comparable to those covered by the rules. This approach prevents evasive structuring, mandates clearer disclosure of investment-related information, and promotes transparency and fairness in transactions — ultimately strengthening investor confidence. The SEC underscores that preventive supervision is more effective than corrective action after the fact.”
The SEC will develop and issue guidelines on MT and RPT for listed companies and relevant stakeholders for reference, and conduct training sessions to ensure readiness prior to the new rules coming into effect.
Notes:
* Three relevant notifications are:
(1) Notification of the Capital Market Supervisory Board No. TorJor. 45/2568 Re: Rules on Material Transactions dated 19 December 2025 https://publish.sec.or.th/nrs/11066s.pdf, including Appendix 1 https://publish.sec.or.th/nrs/11061s.pdf , Appendix 2 https://publish.sec.or.th/nrs/11062s.pdf, Appendix 3 https://publish.sec.or.th/nrs/11063s.pdf, Appendix 4 https://publish.sec.or.th/nrs/11064s.pdf, and Appendix 5https://publish.sec.or.th/nrs/11065s.pdf;
(2) Notification of the Capital Market Supervisory Board No. TorJor. 46/2568 Re: Rules on Related Party Transactions dated 19 December 2025 https://publish.sec.or.th/nrs/11073s.pdf, including Appendix 1 https://publish.sec.or.th/nrs/11067s.pdf, Appendix 2 https://publish.sec.or.th/nrs/11068s.pdf, Appendix 3 https://publish.sec.or.th/nrs/11069s.pdf, Appendix 4 https://publish.sec.or.th/nrs/11070s.pdf, and Appendix 5https://publish.sec.or.th/nrs/11072s.pdf;
(3) Revised Form 56-1 One Report (Part 1, Item 1.1.5). https://publish.sec.or.th/nrs/11029s.pdf
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