The Thailand Securities & Exchange Commission has issued revised requirements for listed companies’ material transactions (MT) and related party transactions (RPT), with the updated framework taking effect on 1 July 2026. The changes are intended to align the rules with current circumstances and international standards while strengthening investor protection, following a public hearing in July–August 2025 in which most respondents supported the amendments. The revisions clarify and update core mechanics including transaction calculation and aggregation, recalibrate obligations based on transaction size, and refine definitions and related requirements. Investor protections are expanded by allowing shareholders to vote against a transaction where the audit committee or independent financial advisor recommends non-approval, requiring listed companies to report transaction progress to investors, and empowering the SEC to apply a substance-over-form approach so that transactions comparable in substance to MT or RPT are brought within the rules. The package also reduces compliance burdens by exempting certain intra-group MTs between a listed company and its subsidiaries or among subsidiaries, and by allowing advance shareholder approval with delegated board authority to act within an approved framework in constrained situations such as bidding or tendering where standard disclosure or pre-transaction approval could significantly harm the company’s interests. Ahead of commencement, the SEC will develop and issue guidance on MT and RPT and run training sessions for listed companies and relevant stakeholders to support readiness.

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