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

Primary listing. The foreign company can apply to the SEC Office to offer its newly issued shares using the application form (Form 35-1-F), which must be submitted electronically through the Digital IPO system of the SEC Office, together with the following supplementary documents:

• A copy of company's Memorandum of Association.
• A copy of certificate of incorporation.
• A copy of company's and its subsidiaries' Articles of Association.
• A document containing information regarding the foreign company that is similar to the prescribed form for the registration statement (69-1-F). The foreign company may file the registration statement and draft prospectus simultaneously with the filing of the application for approval of the securities offering, in which case the registration statement will be deemed to comprise the supporting documents of the application.
• A copy of document specifying details of holding positions in other companies of the directors and executives.
• A copy of the shareholders' resolution adopted at the shareholders' meeting approving the issuance of the shares, which must be dated not more than one year before the date of submission of the application.
• A copy of the board of directors' resolution adopted at the directors' meeting approving the issuance of the shares.
• A copy of any agreement authorizing a third party to have absolute power of management (if any).
• A copy of a confirmation letter acknowledging the company's responsibilities and duties after its offer of sale of securities.
• A copy of a confirmation letter acknowledging the directors' and executives' responsibilities and duties of report of securities holding.
• A letter certifying the performance of duties by any financial adviser.
• A copy of any letter showing the audit committee's opinion on any related party transactions.
• A copy of a confirmation letter acknowledging the independent directors' roles, responsibilities and duties of the company.
• A copy of a confirmation letter acknowledging the audit committee's roles, responsibilities and duties of the company.
• A copy of the board of directors' resolution adopted at the directors' meeting approving the authorization to the general manager or any other person to act on its behalf.
• A copy of any letter showing the audit committee's opinion on the sufficiency and suitability of the company's and its subsidiaries' internal control policies, (if any).
• A copy of the company's latest internal control report, (if any).
• A copy of the latest auditor's notes on the internal control policies.
• A copy of a letter showing that the offer for sale of newly issued securities (for which the application is filed) has been made in accordance with the laws, rules and regulations applicable to the foreign company, if the foreign company is not required to obtain approval from its home regulator or home exchange for its offering of newly issued securities in Thailand.
• A copy of the latest report from the company's regulators, including the internal control report, (if any).
• A copy of a confirmation letter from the company's regulators regarding the permission to increase capital, (if any).
• A letter of appointment or any resolution adopted at any board meeting approving the appointment of a representative in Thailand and appointment of a responsible person in documents arrangement of the foreign company.
• A checklist form for the information and supporting documents required by the SEC Office.
• A checklist form for the financial advisers' due diligence.
• A checklist form showing that the company's qualifications are in accordance with the holding company's laws (in the event that such company is a holding company).
• A copy of any specialized personnel's opinion(s), (if any).
• A copy of financial statements and the latest annual financial statements and latest quarterly financial statements of the foreign company and main operating entity (in the event that such foreign company is a holding company).
• A copy of documents or working paper of proforma financial statements, (if any).
• A copy of any rehabilitation plan, (if any).
• A copy of any power of attorney authorizing the financial advisers to submit the listing application through the Digital IPO system.
• A copy of confirmation letters acknowledging that the CFO and the Chief Accountant's qualifications are in accordance with the related regulations.
• A copy of the audit committee's resolution adopted at the audit committee meeting approving the qualifications of the CFO and the Chief Accountant as being in accordance with the required regulations.
• A copy of the legal opinion or commercial opinion that conforms to the business model of the foreign company (in the event that such foreign company operates as a holding company).
• Any other documents for the benefits of the Thai SEC's approval.

In addition, the foreign company is required to submit the SET application form, together with the relevant supplementary documents to the SET for listing its shares.

The registration statement and draft prospectus should be submitted electronically through the Digital IPO system of the SEC Office and in printed form, as specified by the SEC Office.

The registration statement (One Report) should include information as follows:

• Part 1: Business Operation and Operating Results
  • Organizational structure and operation of the group of companies.
  • Risk management.
  • Business sustainability development.
  • Management discussion and analysis (MD&A).
  • General information and other material facts.

• Part 2: Corporate Governance
  • Corporate governance policy.
  • Corporate governance structure and material facts related to the board, subcommittees, executives, employees and others.
  • Report on key operating results related to corporate governance.
  • Internal control and related party transactions.

• Part 3: Financial Statements

• Part 4: Certification of Information

• Attachments
  • Details of the directors, executives, controlling persons, the person assigned to take the highest responsibility in accounting and finance, the person assigned to take direct responsibility for accounting supervision, the company's secretary and the representative for contact and coordination in case of a foreign company.
  • Details of the directors of the subsidiaries.
  • Details of the heads of the internal audit and compliance units.
  • Assets for business undertaking and details of asset
  • Unabridged policy and guidelines on corporate governance and unabridged code of business conduct prepared by the company.
  • Report of the audit committee.

• Information on restrictions and risks concerning:
  • The extent of the rights of, and protections available to, investors in the foreign company's securities in accordance with the laws and regulations of the jurisdiction in which the foreign company is established.
  • The ability to take legal action against the foreign company or the securities offeror, given its domicile overseas, including the competent foreign court of law where legal proceedings may be brought.
  • Effects of any currency restrictions on holders of securities (if any).
  • Other material issues that may affect the exercise of any right or investment decision by investors, such as a restriction on giving a proxy to vote, or a restriction on the delivery of share certificates because shares of the foreign company are in a book entry (scripless) system.

• Information relating to the name and contact address of the contact person and the responsible person in documents arrangement of the foreign company appointed by the foreign company, as well as the clearly stated power and duty of such representative.

• A clear statement about the language to be used in the company's prospectus, financial statements, annual report, annual registration statement, supplementary documents for its shareholders' meeting, and any other business-related information or report prepared by the foreign company for disclosure to the public.

• If the shares being offered are to be newly listed on the SET, a clear statement that the foreign company has passed the SET's preliminary consideration for accepting its shares as listed securities.

The registration statement shall be certified true and correct by the authorized persons as specified by the SEC Offices' audited financial statements.

Financial statements must conform to either:

• Thai accounting standards.
• IFRS.
• An accounting standard recognized or prescribed by the home regulator or the home exchange, so long as differences from IFRS are also presented alongside.

Secondary listing. In the case of secondary listing, there is an additional provision that the foreign company must comply with, together with some additional documents, for instance, a letter showing that, at the time of filing the application, approval has been granted by the home regulator and home exchange for the offer for sale of newly issued securities, whether made in the jurisdiction where the home exchange is located or in any other jurisdiction.

The offer for sale of securities may be made only after the foreign company has obtained approval from the SEC Office, once the filing of the registration statement and draft prospectus has become effective. The application approval process can last up to 165 days from the date that the SEC Office obtains the complete application package, while the registration statement and draft prospectus become effective 14 days after the date when the SEC Office receives the complete registration statement and draft prospectus. An application review process must not exceed 45 business days upon completion of documentation.

The foreign company must complete the offering of its shares within six months from the date on which the SEC Office gives its approval which can be extended to not over than 12 months.

The submission of a listing application to the SET can be done concurrently with the submission of an application and the registration statement and draft prospectus to the SEC Office. The relevant SET approvals will typically be granted during the same period as the approval of the Thai SEC.

Typical process and timetable for listing of a foreign company on the SET

Link to Timetable

There are differences between the documentation and process requirements described above for foreign companies and those required for domestic companies. For comparison purposes, the following table summarizes the requirements for a domestic company wishing to be listed, assuming that it substantially complies with the Thai SEC and the SET regulations and listing requirements:

Link to Table