Thailand’s securities and exchange regulator, the Securities and Exchange Commission (SEC), oversees and regulates the country’s capital markets. The SEC promotes fairness, efficiency and transparency in securities trading and ensures investor protection.

Background and History

The SEC was established in 1992 under the Securities and Exchange Act to regulate and develop Thailand’s capital market. The SEC operates as an independent government agency under the Ministry of Finance.

Prior to the SEC’s formation, the Stock Exchange of Thailand regulated the securities market since its establishment in 1975. However, the lack of an independent regulator led to inadequate investor protection and oversight.

The 1997 Asian financial crisis highlighted the urgent need for a dedicated regulator to instill confidence in Thailand’s capital markets. This led to the restructure and empowerment of the SEC with increased authority.

Organizational Structure

The SEC is governed by a board comprising of a Chairman and four commissioners appointed by the Ministry of Finance. The board is supported by five internal departments:

Corporate Finance

Regulates public limited companies, approves IPOs and company listings, monitors continuous disclosures, and implements corporate governance policies.

Investment Management Supervision

Oversees mutual funds, private funds and investment advisors. Licenses fund management companies and monitors their operations.

Market Supervision

Supervises the Stock Exchange of Thailand and Thailand Futures Exchange. Monitors trading activity and investigates irregularities and market misconduct.

Compliance and Enforcement

Enforces securities laws and regulations. Reviews disclosures and financial reports, conducts investigations, and imposes sanctions for violations.

Corporate Strategy and Communication

Develops policies and plans for capital market growth. Handles corporate communication and promotes investor education.

Key Roles and Responsibilities

The core mission of the SEC is to develop and regulate Thailand’s capital market to international standards. Its main roles include:

Regulating Securities Offerings

The SEC reviews prospectuses and approves IPOs, listings, and other public offerings of securities in Thailand. It ensures accuracy of disclosures and protects investors from fraudulent offerings.

Overseeing Market Operators

The SEC supervises the Stock Exchange of Thailand, Thailand Futures Exchange, Thailand Clearing House and Securities Depository to maintain fair and orderly markets.

Licensing and Monitoring Market Intermediaries

The SEC licenses and regulates securities companies, asset management companies, credit rating agencies and other capital market intermediaries. It monitors their conduct and takes action against misconduct.

Enforcing Securities Regulations

The SEC enforces securities laws, imposes sanctions where appropriate, and refers criminal violations to public prosecutors. It aims to punish misconduct and deter future violations.

Promoting Financial Literacy

The SEC conducts investor education programs to improve financial literacy. It aims to equip investors with knowledge to make informed investment decisions.

Key Regulations and Requirements

The SEC administers securities laws contained in the Securities and Exchange Act B.E. 2535 (1992). Some key regulations include:

Disclosure Requirements

Companies are required to submit registration statements, prospectuses, and make ongoing disclosures of material information. Strict liability applies for false statements.

Insider Trading Prohibition

Insider trading on non-public price sensitive information is prohibited. Company insiders are required to report securities holdings and transactions.

Investment Advisor Regulation

Parties receiving compensation for advising on securities must register with the SEC and meet licensing criteria. This includes broker-dealers, asset managers and investment consultants.

Anti-Fraud Provisions

Stringent penalties apply for market manipulation, false statements, breach of fiduciary duties, and other fraud against investors. Criminal liability may also apply.

Conflicts of Interest

Safeguards must be implemented to prevent and manage conflicts of interest between investors and market intermediaries.

Licensing and Registration

The SEC administers licensing and registration requirements applicable to brokers, advisors, exchanges, clearing houses, and other parties.

Securities Companies

Securities companies must be licensed by the SEC to underwrite securities, trade securities, or provide investment advisory services. They must meet stipulated qualifications including paid-up capital.


Individual brokers must pass required qualifications and be licensed by the SEC to trade or advise on securities in Thailand. Foreign brokers must apply for a foreign broker license.

Investment Advisors

Parties providing securities investment advice, analysis or reports for a fee must be approved by the SEC as licensed investment advisors. Certain advisor professions such as lawyers and accountants may be exempt.

Self-Regulatory Organizations

Exchanges and clearing organizations must be approved by the SEC. They must have rules, monitoring, enforcement and disciplinary powers to regulate members.

Offering Documents

Public offerings of securities require filing a prospectus and registration statement with the SEC. The documents must contain prescribed information to allow informed investment decisions.

Compliance Requirements and SEC Monitoring

The SEC monitors regulated entities to ensure compliance with securities regulations through:

  • Review of disclosures, financial reports and notifications
  • On-site inspections and investigations
  • Market surveillance and monitoring of irregular trading
  • Mystery shopping to check market conduct
  • Review of customer complaint handling and arbitration

Regulated companies and intermediaries must implement internal controls, policies and procedures to ensure regulatory compliance. Compliance officers review and report to the SEC on compliance.

Investor Complaints and Arbitration

Investors can file complaints with the SEC against listed companies and intermediaries for matters like misconduct, misrepresentations, or disclosure violations.

For disputes between investors and intermediaries, parties can voluntarily submit to arbitration by the Securities and Exchange Commission’s Arbitration Center as an alternative to court proceedings. Arbitration aims to provide faster, cheaper and fairer dispute resolution.

SEC Enforcement Authority

The SEC is empowered to enforce securities regulations through:

Administrative Sanctions

  • Public reprimand
  • License suspension or revocation
  • Banning from the industry
  • Fines

Criminal Referral

Refer criminal cases like fraud or market manipulation to public prosecutors

Court Orders

Seek court injunctions and orders to compel compliance

In practice, the SEC often uses a combination of administrative sanctions and criminal referrals to punish violations. It seeks court injunctions to freeze assets in serious cases.

Key Development Initiatives

The SEC has pursued several initiatives to enhance capital market development:

Financial Reporting Standards

Incrementally implementing the International Financial Reporting Standards (IFRS) to improve financial reporting quality.

E-Filing and Dissemination

Launch of online filing and disclosure systems to improve investor access.

Securities Law Reform

Proposed amendments to update the Securities and Exchange Act in areas like minority shareholder rights.

Venture Capital Regime

Introducing regulations supporting venture capital funding and start-up listings.


Collaborating with fellow regulators locally and abroad to enhance cross-border regulation.


Thailand’s SEC has come a long way since its inception in 1992. It has steadily strengthened securities regulation and investor safeguards over the years. Nonetheless, challenges remain for the regulator. Areas like fundraising governance, market data infrastructure, and fintech oversight require continued enhancement to maintain investor confidence. With its developmental mindset, the SEC is working to promote Thailand’s capital markets to meet international standards. Investors and businesses can expect increasing vibrancy in the market as transparency and efficiency improves.