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

Applications from foreign companies for both primary and secondary listings on the SET are permitted.

There are no jurisdictions of incorporation or industries that would not be acceptable for a listing on the SET. Nonetheless, the SEC Office has discretion not to approve an application by a foreign company for the offering of shares if any of the following suspicious grounds is apparent to the SEC Office:

• The foreign company or the offering appears to qualify and comply with the required criteria, but there are indications that the purpose or the substance of the offering is intended to avoid any provision of law on securities and exchange.
• The offering may contravene public policy or national policy.
• The offering may cause an adverse effect to the trustworthiness of the Thai capital markets as a whole.
• The offering may cause damage or unfair treatment to investors, or investors may not obtain correct and sufficient information for making investment decisions.

Similarly, if the Board of Governors of the SET determines that listing a foreign applicant's shares might conflict with public well-being or government policy, damage the credibility of the capital market (and thus damage investor interests), or contain insufficient information for investors, the Board may not approve the company's shares for listing.

Principal listing requirements and procedures

A foreign company must obtain approval from the Thai SEC to offer its shares to public investors in Thailand, and approval from the Board of Governors of the SET to list its shares on the SET. The principal requirement is similar to the secondary listing requirement, except for certain qualifications, such as par value. In addition, a foreign company whose shares are already listed on the SET may offer other types of SET-listed securities to public investors.

Exchanges and regulators. A foreign company must comply with the following criteria for offering newly issued shares with the purpose of being listed on the SET:

• In the case of primary listing, a foreign company must comply with all corporate governance and essential shareholder protection requirements of foreign laws and regulations applicable to it, and which are comparable to the laws and regulations regulating Thai companies, or it must provide a mechanism for the corporate governance and essential shareholder protection comparable to the relevant Thai laws and regulations.

  Moreover, the home regulator must be able to cooperate and exchange information with the Thai SEC without any reasonable grounds to suspect that the home regulator, under its established jurisdiction or its material business operation, is unable to provide cooperation and assistance relating to any provision of law concerning enforcement regarding securities markets.

• In the case of secondary listing, the home regulator must be able to cooperate or give assistance to the SEC Office in relation to any investigation of violation of Thai capital market laws on securities and exchange. The home regulator must be either:
  • Classified as a recognized country in the Thai SEC list.
  • Qualified under the Financial Sector Assessment Program (FSAP) as an issuer that complies with the standards of the International Organization of Securities Commissions (IOSCO) regarding the Objectives and Principles of Securities Regulation, at not less than the Broadly Implemented or equivalent level.
  • The listed company supervision regulations requirements of its home exchange meet those of the SEC Office, and the material and significant aspects are equivalent to corporate laws and regulations applicable to a company whose shares are traded on the SET.

Corporate requirements. To list its shares on the SET, a foreign company must:

Link to Table

Certain listing requirements or conditions for foreign infrastructure companies or holding companies may be different from the above requirements or conditions.

Regulatory mapping requirements. A foreign company is required to provide regulatory mapping that compares Thai corporate laws and regulations with the jurisdiction of its incorporation, especially in the material and significant aspects. In the event that the foreign company's corporate laws and regulations are not equivalent to Thai corporate laws and regulations and affect the right of shareholders, such foreign company needs to provide suitable equivalency mechanisms. Also, a foreign company requires to disclose the limitations and risks of limitation of the enforceability of the law to investors.

Minimum trading price. There is no minimum trading price imposed by the SET for foreign companies' securities. However, the value of shares for which approval is requested must not exceed the remaining quota allowed to be allocated by the SEC Office, based on the total quota determined by the Bank of Thailand for control over capital market transactions concerning foreign currency.

Escrow and lock-up. The SET does not impose an escrow requirement, however the SET prohibits a foreign company's strategic shareholders and/or other shareholders (as the case may be) from selling its shares and other securities from a period of one year and six months to three years from the first trading day of such shares or securities ("lock-up" arrangements). The same lock-up arrangements also apply to the secondary listing of a foreign company. However, for secondary listings, a foreign company can be exempt from the requirement to institute a lock-up if it is already in the process of observing or has fully observed a lock-up (or similar) requirement established by its home exchange.

Currency and settlement. At present, a foreign company's shares that are listed on the SET must be traded in THB. Trades must be settled with the Thailand Clearing House Co., Ltd., a wholly-owned subsidiary of the SET that provides back-office operational support for the SET.

Advisers. A foreign company does not need to engage a compliance adviser established with the SET. However, the company may, and should, obtain a legal adviser in order to ensure compliance with the laws and regulations of both its home exchange and the SET. A financial adviser approved by the Office of the SEC is required if the foreign company will use Form 69-F or Form 69-FE in filing with the SEC Office.

Domestic company requirements. As there are differences between the requirements described above for a foreign company and those applicable to a domestic company, it may be helpful to understand the basic requirements expected of a domestic company wishing to be listed on the SET. The following table summarizes these requirements:

Link to Table

Certain listing requirements or conditions for domestic infrastructure companies or holding companies may be different from the above requirements or conditions.