This section discusses about protection of investor when public limited company is permitted to propose stock selling to ordinary persons and listed companies.
Important information showing the financial position and performance of the business.
Conditions
- To be submitted according to the disclosure calendar
- Must be audited by certified auditors in SEC’s approved list
Type of Information
- Quarterly Financial Statement
- Yearly Finance Statement
Basic information that investors need to know about the company, such as nature of business, management structure, shareholder information, financial position, operation results, risk factors, as well as information on transactions that may create conflict of interest.
Conditions
- Submit to the SEC within 3 months after the end of the accounting period
Type of Information
- Annual Registration Statement (F 56-1)
Information showing operation’s results and financial position of the company, including major change in the past year, and information on transaction in the part of conflict of interest.
Conditions:
- Submit to shareholders together with the shareholders meeting invitation letter (meeting must be held within 4 months from the end of the accounting period).
- Submit to SEC no later than the date submitted to shareholders and within 4 months from the end of the accounting period.
Type of Information:
- Annual Report (F 56-2)
Conditions:
1. All related-party transactions must be reported to the board of directions.
2. Major transactions and events must be reported to the SEC without delay.
3. Shareholder approval must be obtained for transactions under the Public Company Business Act before the transaction is executed. Related shareholders will not have the right to vote.
4. All major transactions must be disclosed to the public, SET or shareholders.
5. Independent inspectors, such as auditors and financial advisors should review the transaction and provide their opinions before execution.
Type of Information:
Major changes that affect the stock price, such as buying/selling of major assets.
2. Directory Liability
Shareholders may hold directors liable in the case of related-party transactions as follows:
For further information on investor protection, please see the Public Limited Companies Act at
Please contact The Securities and Exchange Commission (SEC), Call center 1207
3. Ease of Shareholder Suits
Shareholders have the following rights:
For further information on investor protection, please see the Public Limited Companies Act at Please contact The Stock Exchange of Thailand Tel. 02 229 2222
4. Governance
• Public Limited Companies issuing new shares to the public must appoint independent directors and auditors as required by law.
• The chairman of the board of directors and the managing director has separate roles and responsibilities and should be separate persons according to the Principles of Good Corporate Government for Listed Companies 2012.
• Major transactions must be approved in the shareholder meeting, unless under exceptional cases.
• Changes of voting rights must be approved by the shareholder meeting.
• In the case of takeover where the acquirer acquires at least 25 percent of the shares, a tender offer must be proposed.
• Share blocking is only permitted to protect the company’s interests or to keep the proportion between local and foreign shareholders.
• Cross-shareholding is allowed only according to SEC’s regulation, and prohibited in the case of cross-shareholding between parent and subsidiary company.
Entrepreneurs could find further information on Corporate Governance of Limited Companies or Investor Protection
For more information, please contact The Securities Exchange Commission (SEC)
Call center 1207 or Tel. 02-695-9999 or The Stock Exchange of Thailand (SET) Tel. 02-009-9999
Last Updated 15 May 2016
