Herbert Smith Freehills (Thailand) Ltd

Thai SEC updated rules on offering of offshore capital market products through locally licensed intermediaries




Previously, the Thai Securities and Exchange Commission (the “Thai SEC”) allowed locally licensed securities companies (the “Local Intermediaries”) to offer offshore capital market products (the “Offshore Products”) to their clients through a collaboration with foreign securities business operators (the “Offshore Operators”), subject to specific requirements such as the registration of information pertaining to Offshore Operator personnel (the “Offshore Personnel”) providing investment advice.

This collaboration allows Offshore Personnel, under the supervision of Local Intermediaries, to provide information and investment advice on Offshore Products denominated in foreign currency to investors in Thailand. These Offshore Products include debentures, units of foreign collective investment schemes, and other capital market products issued or offered for sale in a foreign country.


Key updates

In an effort to enhance flexibility in the dissemination of Offshore Product information by Offshore Personnel and to improve the timeliness and updates of investment information for Thai investors, the Thai SEC recently issued Notification No. TorThor. 41/2566 (the “Notification”). This Notification, effective from 16 February 2024 onwards, amends the requirements of the existing scheme. Key amendments and our observations are detailed below:


Key amendments Our observations
  • More detailed qualifications of (1) Offshore Operators; and (2) Offshore Personnel to be engaged to provide investment advice.

  • Local Intermediaries and Offshore Operators need to revisit qualifications of Offshore Operators and Offshore Personnel to ensure compliance.
  • Repealing the 90-day time limit for Offshore Personnel to give investment advice in Thailand.

  • Local Intermediaries and Offshore Operators can engage Offshore Personnels to provide investment advice in Thailand without any time limitations.

In case of marketing to certain non-qualifying investors as outlined in the Notification:

  • New requirement to notify the information re: Offshore Operators to the Thai SEC.

  • New legal timeframe for notifying information re: Offshore Operators and Offshore Personnel to the Thai SEC.

  • Local Intermediaries and Offshore Operators need to revisit their practice in notifying information regarding Offshore Operators and Offshore Personnel to the Thai SEC in compliance with the Notification.

Should you have any further question, please contact our team below.

This article does not and is not intended to constitute a legal advice. You should not use or otherwise rely on its contents without obtaining qualified legal advice.