Best Securities Lawyers in Bang Khun Thian

About Securities Law in Bang Khun Thian, Thailand

Securities law in Thailand is national in scope and applies equally in Bang Khun Thian, which is a district in Bangkok. The sector is overseen primarily by the Securities and Exchange Commission Thailand, supported by the Capital Market Supervisory Board and the Stock Exchange of Thailand. Thailand also operates the Thailand Futures Exchange for derivatives and the Thai Bond Market Association for debt market standards. Common activities covered by securities law include issuing shares or bonds, listing and trading on the exchange, investment advisory, fund management, brokerage, custody, takeovers, and disclosure to investors. Because most regulators, exchanges, and courts are located in Bangkok, individuals and businesses in Bang Khun Thian are well positioned to access filings, hearings, and consultations efficiently.

Why You May Need a Lawyer

Raising capital and compliance for businesses: You may need help planning a private placement or public offering, preparing a prospectus, structuring a rights offering, complying with advertising rules, drafting shareholder or investor agreements, setting up employee stock options, or navigating a merger, acquisition, or delisting that may trigger tender offer obligations.

Licensing and operations: Intermediaries such as brokers, dealers, investment advisors, asset managers, crowdfunding portals, digital asset exchanges, and custodians require licenses. A lawyer can advise on fit and proper requirements, capital and compliance systems, cross border services, and outsourcing or technology arrangements.

Investigations and disputes: If you face an SEC inquiry, a dawn visit, or allegations of insider trading or market manipulation, prompt legal advice is crucial. Investors may need counsel for mis selling, margin calls, trade errors, unsuitable investments, or frozen accounts. Companies may need help responding to whistleblowers, short seller reports, or cyber incidents that affect disclosure.

Transactions and governance: Significant share acquisitions, joint ventures, shareholder activism, related party transactions, connected transactions, and board duties carry specific approval and disclosure rules. Legal guidance reduces the risk of penalties and deal delays.

Cross border and tax issues: Foreign investment limits, exchange control rules, tax treatment of dividends, interest, and capital gains, and double tax treaty considerations can materially affect returns. Lawyers coordinate with tax advisors to structure investments lawfully and efficiently.

Local Laws Overview

Core statutes and regulators: The Securities and Exchange Act B.E. 2535 and its amendments are the foundation of Thai capital markets. The Capital Market Supervisory Board issues detailed notifications and rules. Other key laws include the Derivatives Act B.E. 2546 for futures and options, the Trust for Transactions in Capital Market Act B.E. 2550 for REITs and certain fund structures, the Public Limited Companies Act for listed company governance, the Emergency Decree on Digital Asset Businesses B.E. 2561 for digital asset intermediaries and token offerings, the Civil Sanctions Act B.E. 2559 for administrative civil penalties, the Anti Money Laundering law for KYC and reporting, the Personal Data Protection Act for client data, and the Revenue Code for taxation.

Licensing and conduct: Brokers, dealers, underwriters, investment advisors, fund managers, custodians, securities registrars, derivatives intermediaries, and digital asset businesses must be licensed and meet capital, systems, and suitability standards. Senior managers and controlling persons must pass fit and proper tests. Ongoing obligations include client asset segregation, disclosure, risk management, record keeping, and periodic reporting.

Offers and disclosure: Public offerings of shares, bonds, and investment units require SEC approval and a prospectus. Private placements may rely on exemptions such as offers to institutional or high net worth investors, small size offers, or limited offerees, subject to conditions and advertising limits. Continuous disclosure rules require listed companies to promptly disclose material information, financial statements, and corporate actions in Thai, and in some cases English.

Market abuse and fairness: Insider trading, tipping, front running, false trading, price rigging, and dissemination of misleading information are prohibited. Penalties can include imprisonment, fines, civil sanctions, trading bans, and director or officer disqualification. The SEC may impose civil penalties with court approval and can refer serious cases for criminal prosecution.

Takeovers and substantial holdings: Acquisitions that result in holding or controlling voting rights at or above 25 percent, 50 percent, or 75 percent in a listed company generally trigger a mandatory tender offer to remaining shareholders, subject to exemptions and specific rules. Substantial shareholding disclosure is required when crossing prescribed thresholds starting at 5 percent. Creeping acquisitions and chain principle rules apply.

Funds, REITs, and bonds: Collective investment schemes, ETFs, infrastructure funds, and REITs are regulated with requirements on trustees, investment policies, valuation, and disclosure. Public offerings of corporate bonds typically require credit ratings, filing, and ThaiBMA registration for secondary market reference. Ongoing covenant compliance and event reporting are expected.

Derivatives: Trading on TFEX is subject to suitability assessments, margin requirements, risk disclosure, and position limits. Derivative warrants and structured products listed on the exchange have issuer obligations on pricing and liquidity provision.

Digital assets: Exchanges, brokers, dealers, ICO portals, and custodians dealing with digital tokens or cryptocurrencies must be licensed and follow custody, cybersecurity, advertising, and disclosure rules. Certain payment token activities may also involve Bank of Thailand oversight.

Enforcement and dispute resolution: The SEC conducts investigations and may seek civil sanctions through the courts or refer matters for criminal action. The Stock Exchange of Thailand can impose disciplinary measures on members and listed companies. Investor disputes may be resolved by negotiation, mediation, arbitration at Thai Arbitration Institute, or litigation in Bangkok courts. Limitation periods vary by claim type, so early advice is important.

Tax and withholding: Dividends and interest are generally subject to withholding tax, with possible reductions under domestic rules or tax treaties. Capital gains treatment depends on investor type and market. Transaction taxes and stamp duty may apply to certain instruments. Tax rules change, so confirm the latest position before trading or offering.

Local practice tips: Official filings typically use Thai language. Certified translations and legalized corporate documents are often required. Many hearings and regulator meetings take place in central Bangkok, which is accessible from Bang Khun Thian.

Frequently Asked Questions

Who regulates securities and capital markets in Thailand?

The Securities and Exchange Commission Thailand is the primary regulator. The Capital Market Supervisory Board issues detailed rules. The Stock Exchange of Thailand oversees listing and trading rules. Thailand Futures Exchange governs derivatives. ThaiBMA supports bond market standards. Other authorities such as the Bank of Thailand, the Anti Money Laundering Office, and the Revenue Department also play roles in specific areas.

Can foreigners open a trading account and invest in Thai securities?

Yes, foreign individuals and institutions can open accounts with licensed intermediaries, subject to KYC checks, capital market regulations, and exchange control documentation. Certain sectors and instruments have foreign ownership limits or specific identification requirements. Custody, settlement, and tax treatment may differ for foreign investors.

What triggers a mandatory tender offer for a listed company?

Acquisitions that result in control at or above set thresholds commonly 25 percent, 50 percent, or 75 percent of voting rights generally trigger a mandatory tender offer to purchase the remaining shares, subject to exemptions and timing rules. Disclosure of substantial holdings starting at 5 percent is also required.

What counts as inside information and insider trading?

Inside information is non public, specific, and material information about a security or issuer that would influence an investor decision. Trading while in possession of such information or tipping others to trade is prohibited. Violations can lead to civil sanctions, fines, imprisonment, trading bans, and director disqualification.

How do private placements differ from public offerings?

Public offerings require SEC approval and a prospectus and allow broad marketing. Private placements rely on exemptions such as offers to institutional or high net worth investors, limited offerees, or small size offers. Private placements have stricter advertising limits and may include resale restrictions. Misuse of exemptions can result in enforcement action.

What is the typical IPO process in Thailand?

The process involves corporate restructuring and governance upgrades, auditor selection, financial track record preparation, legal and financial due diligence, drafting a filing and prospectus, SEC and exchange review, bookbuilding, allocation, and listing. Timeline varies by readiness and complexity. There are different boards for large caps, mid caps, and smaller or high growth companies with specific eligibility criteria.

How are corporate bonds issued and traded?

Issuers prepare an information memorandum or prospectus, obtain SEC approval for public offers, and usually secure a credit rating. Bonds are registered with ThaiBMA for reference purposes. Institutional and high net worth tranches can be offered under private placement rules. Ongoing covenant reporting and event disclosures are required.

Are cryptocurrencies and digital tokens covered by securities law?

Digital asset businesses are regulated under a specific decree. Exchanges, brokers, dealers, ICO portals, and custodians must be licensed. Token offerings and advertising are subject to disclosure and suitability rules. Some tokens may also be considered securities depending on their features. Bank of Thailand oversight may apply for payment related tokens.

How can I file a complaint against a broker or advisor?

Start with the firm internal complaints process and request written responses. Keep trade confirmations, statements, communications, and loss calculations. If unresolved, you can escalate to the SEC investor protection channels or the Stock Exchange of Thailand member supervision team. A lawyer can help frame claims for mis selling, unsuitable advice, or operational errors and can represent you in settlement, arbitration, or court.

What should I expect during an SEC investigation?

The SEC may request documents, trading records, and interviews. Confidentiality obligations apply. You may receive formal notices and deadlines. Cooperating with counsel helps protect privilege, manage responses, and consider settlement options such as civil sanctions or undertakings. Do not destroy documents, contact witnesses inappropriately, or trade related securities during the process.

Additional Resources

Securities and Exchange Commission Thailand - Regulator for securities, derivatives related supervision, digital asset licensing, disclosure oversight, and enforcement. Provides investor alerts, rulebooks, and filing systems.

Stock Exchange of Thailand - Listing venue and frontline supervisor for listed companies and members. Publishes listing rules, disclosure calendars, and trading notices. Operates the Investor Protection Fund framework.

Thailand Futures Exchange - Market for futures and options. Issues rules on margin, product specifications, and member conduct.

Thai Bond Market Association - Provides bond market standards, trading conventions, and information services for corporate debentures and government bonds.

Department of Business Development, Ministry of Commerce - Company registration, financial statement filings for private and public companies, and corporate information searches.

Bank of Thailand - Oversees payment systems, exchange control, certain aspects of stablecoins and financial institution interactions with capital markets.

Anti Money Laundering Office - Sets KYC and reporting obligations applicable to licensed intermediaries and handles suspicious transaction reporting.

Thai Arbitration Institute - Forum for resolving broker client and commercial disputes through arbitration as an alternative to court.

Central Bankruptcy Court and rehabilitation process - Handles corporate rehabilitation and insolvency matters that may affect bondholders and shareholders.

Lawyers Council of Thailand - Professional body for lawyers where you can confirm a lawyer license and standing.

Next Steps

Clarify your objective: Identify whether you need to raise capital, obtain a license, respond to a regulator, recover losses, complete an acquisition, or resolve a dispute. Define your timeline and risk tolerance.

Collect key documents: Gather company constitutional documents, shareholder registers, board and shareholder resolutions, financial statements, offering or marketing materials, brokerage agreements, trade confirmations, account statements, and all relevant communications.

Preserve evidence: Issue internal hold notices, disable auto deletion of emails and chats, and keep audit logs. Avoid public statements or social media posts that could prejudice a case.

Engage qualified counsel: Select a lawyer with Thai capital markets experience, ideally based in Bangkok for proximity to regulators and courts. Check licensing with the Lawyers Council of Thailand. Agree on a clear scope, fee structure, and communication plan.

Assess regulatory touchpoints: Map which approvals, notifications, or exemptions apply. For offerings, confirm whether a public filing or a private placement exemption is appropriate. For acquisitions, check if a tender offer is triggered. For intermediaries, confirm licensing and fit and proper requirements.

Coordinate with specialists: Involve tax advisors for withholding and capital gains, auditors for financial track records, financial advisors for valuation and bookbuilding, and compliance consultants for KYC and systems testing.

Plan communications: Prepare investor and market disclosures in Thai and, where appropriate, English. For investigations, route all regulator communications through counsel and meet deadlines precisely.

Mitigate immediate risk: For suspected fraud or manipulation, request account freezes with your broker, escalate to the exchange and the SEC, and consider seeking court relief. For governance issues, convene proper board meetings and document decisions carefully.

Set a timeline and checklist: Establish milestones for filings, approvals, shareholder meetings, settlement windows, and closing. Monitor rule changes that may affect tax or disclosure obligations.

Follow through: Keep records of all advice, filings, and approvals. After completion, perform a post mortem to strengthen internal controls and compliance for future transactions.