[Last updated: 1 January 2024, unless otherwise noted]

Post-offering filing requirements

A foreign company must report the sale of its shares, to the SEC Office, within 45 days after the closing date of offering, in the form prescribed (Form 81-1-FE).

Reports of securities holdings by any director, manager, person holding a managerial position, or auditor of the company (as well as those of his or her spouse and children) must also be filed with the SEC Office.

Periodic and non-periodic reporting

A foreign company must also file the following financial documents with the SEC Office:

• Annual financial statements (audited).
• Quarterly financial statements (reviewed).
• Annual registration statement that contains the information posted on the SEC Office's website.

As for primary listings, a foreign listed company is required to disclose information by submitting a report to the SET pursuant to the SET regulations regarding periodic and non-periodic reports. In this regard, a foreign listed company must disclose information to the SET upon the occurrence of any of the events that affect the company's operations (or conditions in the market) that is likely to have a significant effect on the company's trading price, investors' deliberations, and shareholders' interests as prescribed by the SET regulations relating to domestic company disclosure requirement. In addition, a foreign company may submit to the SET a report regarding any change in laws or rules within three business days of the date on which a home regulatory agency announces the change.

As for secondary listings, the foreign company is also required to submit the periodic and non-periodic reports to the SET mentioned above. A foreign listed company must also disclose information to the SET upon the occurrence of any of the events or acts a foreign company with a secondary listing is required to disclose to an overseas regulatory authority or the home exchange, upon the occurrence of the delisting of the shares of the foreign listed company from its home exchange and any material change in laws, rules and risks of limitation of the enforceability of the law. In addition, if the foreign company is ordered, notified, or requested to clarify any events by an overseas regulatory authority, or is required by the home exchange to provide such information, provided that such order or request is in the form of public information, it must also provide this information to the SET.

Reports must be submitted either at least one hour before each securities trading session begins on the SET, or after the securities trading hours on the SET. As for secondary listings, a foreign company must also report to the SET no later than the time when the relevant information is disclosed to the company's home exchange.

There are differences between the documentation and filing requirements described above for foreign companies and those required of domestic companies. For comparison purposes, the tables below summarize the periodic and non-periodic reports required of Thai companies.

For periodic reports:

Link to Table

For non-periodic reports:

Link to Table

Unfair trading practices

The trading on the SET of a foreign company's shares will be subject to Thai securities law regarding unfair securities trading practices. These practices, as defined by the SEA, are criminal offenses that include:

• Spreading misleading or false information, news, or rumors.
• Insider trading.
• Price manipulation by (a) placing a trading order or trading securities in such a way that misleads other persons regarding the price or volume of the securities trading; or (b) placing a securities trading order or trading securities on a continued basis with an intent to cause the price or the volume of such securities trading to be inconsistent with the normal market condition.

Under the SEA, (a) spreading misleading or false information, news, or rumors; (b) insider trading; and (c) manipulating stock price by placing a trading order or trading securities in such a way that misleads other persons regarding the price or volume of the securities trading, are subject to severe penalties, including imprisonment for up to two years and/or a fine from THB500,000 to THB2 million (approximately US$14,550 to US$58,200).

In the event that the person who spreads the misleading or false information, news or rumor is a director, manager or any person responsible for the operation of a securities issuing company, such person shall be liable to imprisonment for a term not exceeding five years or a fine ranging from THB1 million to THB5 million (approximately US$29,100 to US$145,500), or both.

In addition, any person who manipulates stock price by (a) placing a securities trading order or trading securities on a continued basis with an intent to cause the price or the volume of such securities trading to be inconsistent with normal market conditions; or (b) placing, modifying or cancelling a securities trading order through the securities trading system of the SET or the over-the-counter center, even though it is known or ought reasonably to be known that such act is likely to cause the price or volume of the securities trading to be inconsistent with normal market conditions and cause the securities trading system to delay or discontinue, shall be liable to imprisonment for a term not exceeding five years or a fine from THB1 million to THB5 million (approximately US$29,100 to US$145,500), or both.

The SEA provides for civil sanctions, a fine of up to the amount of the benefits that the offender received or would have received, a ban on securities trading for a maximum period of five years, a ban on being a director or executive for a maximum period of 10 years, and a reimbursement of investigative expenses incurred by the SEC Office.