Foreign companies

Foreign companies whose shares have been or will be traded in foreign exchanges

 Secondary Listing

Foreign companies, whose shares have been or will be traded in foreign exchange, can list on SET as the secondary market to raise funds from the Thai capital market for future business expansion.

The differentiation of the listing-criteria consideration depended on the home country which is classified as recognized or unrecognized country by the SEC.

Group 16312
Listing Fees/Tax
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1. Preparation
1. Preparation
  • Financial Advisor Fees (Financial Advisor)
    The fees for a financial advisor vary according to the workload and the company's capability. 
    - Pay through a fixed-price contract
    - Pay based on a percentage of the amount raised
    - Pay based on a percentage of completed work
  • Auditor fees according to the workload and the auditor’s capability
  • Internal auditor fees according to the workload and the internal auditor’s capability
2. Public Offering and Listing Applications
Fees for applying for an offer for sale of newly issued shares to the public to the SEC Office
  • Application fee: THB 50,000
  • Fee for filing the registration statement for the offer for sale of securities (filing form): 0.08% of the total value of the shares offered. Pay in installments are as follows:
    - THB 30,000 on the date of filing
    - Any remaining balance (if any) as of the filing's effective date
  • Annual Registration Statement Filing Fee: Depending on Issuer's Equity
Shareholding       Fees
Less than THB 500 millionTHB 50,000
THB 500 million but less than THB 1,000 millionTHB 100,000
THB 1,000 million and over THB 300,000

Listing fees on the Stock Exchange of Thailand (SET)

Fees      Details
Application fee THB 50,000
Initial fee0.05% of paid-up capital
Annual fee
The regressive rate varies with the level of paid-up capital as follows:
  • A minimum of THB 50,000
  • A maximum of THB 3,000,000
Fees :
 Paid capital ≤THB 200 Mat 0.035%
THB 200 M < Paid capital ≤THB 1,000 Mat 0.030%
THB 1,000 M< Paid capital ≤THB 5,000 Mat 0.025%
THB 5,000 M< Paid capital ≤THB 10,000 Mat 0.020%
 Paid capital >THB 10,000 Mat 0.010%
(Bor.Jor./Ror.01-10) Regulation of the Stock Exchange of Thailand Re: Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E. 2558 (2015)
Notes
  • Annual fees will be calculated based on listing duration
  • Paid-up capital includes all listed paid-up shares of common and preferred stocks
  • SET waives fees for capital increase shares
  • SET waives fees for capital increase shares

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IPO expenses
  • Fees for publishing a prospectus for an offering of ordinary shares
  • Public relations expenses/roadshow activities
  • Underwriting fees as a percentage of the fundraising value

Group 15158

Other expenses
  • Legal Advisor Fees
  • Appraisal Fees

Applicable taxes

Investors who buy or sell securities on the Stock Exchange of Thailand are required by law to pay taxes.

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The Listing Qualification of Stock Exchange of Thailand (SET)
A company applying to list its common shares on the Stock Exchange of Thailand (SET) must have the following qualifications:

  • fully paid-up share.
  • bearing holder’s names.
  • having no restrictions on transfer of ordinary shares, unless the restrictions are in accordance with laws and are included in the articles of association of the company.
SubjectsQualifications
StatusMust be a foreign company defined in the Notification of the Capital Market Supervisory Board/1 and they must not be in the process to remedy its qualifications for a listed company or a potential delisted company or subjected to any such similar requirements of its Home Exchange or Oversea Regulatory Agency.
Paid-up capital in common shares
(after public offering) 		≥ THB 300 million
Financial condition and liquidity
  • Must have a minimum total shareholder equity of THB 300 million and total shareholder equity > 0 before public offering.
  • Must be in a stable and healthy financial condition and have sufficient working capital.
Track recordProfit Approach
  • Combined minimum net profits from operations of THB 50 million over the past two or three years, and net profits from operations of THB 30 million for the latest full year.
  • At least 3 years of operating track record with at least one year of company management continuity prior to the application date.


Market Capitalization Approach/1
The specification shall be in accordance with the Market Cap Test criteria.

Shareholding Spread/2
  • Issued shares in hands ≥ 1,000 shareholders
  • Shareholding Ratio
    1. 25% of paid-up capital (THB 300 million ≤ the paid-up capital ≤ THB 3 billion)
    2. 20% of paid-up capital (paid-up capital ≥ THB 3 billion)
    3. Each shareholder must hold at least 1 trading unit in accordance with the rule.
    4. It is able to prove that the shares shall be traded and have liquidity on the Exchange in accordance with the following requirements:
      • - the shares are publicly offered for sale in Thailand with the market capitalization /3 of not less than Baht 300 million or not less than 5 per cent of the paid-up capital, whichever is lower.
      • - it is able to prove that it will trade the shares on the Exchange and it has deposited the shares with Thailand Securities Depository Co., Ltd. (TSD) determined by the Exchange, provided that the shares shall have market capitalization of not less than Baht 300 million or not less than 5 per cent of the paid-up capital, whichever is lower.
      • - it is able to prove that the shares will be traded and have liquidity on the Exchange.
Public Offering Approval
  • Must have been granted approval by the SEC.
  • Offer through underwriters.
Management and control personnel
  • The Board of Director shall be qualified as required by the Notification of The Capital Market Supervisory Board for foreign company/1.
  • Committee and Management must hold qualifications accordingly;
    1. Not have any characteristics prohibited by The Capital Market Supervisory Board/1
    2. Committee and Management and control personnel must not have any characteristics prohibited by SET regulations that may affect an investor’s rights or an investor’s decision or a change of share price.
Nature of Business OperationNo operations are conducted in the manner of an investment management business (Investment Company) as prescribed under the Notifications of the Capital Market Supervisory Board /4 that effective from July 1, 2024 onwards.
Financial statements and auditors
  • Must ensure that financial statements have been prepared in accordance with The Capital Market Supervisory Board/1 rules and regulations.
  • Must have an auditor approved by the SEC.
RegistrarAppoint TSD or an approved registrar by SET
Silent PeriodComply with Home Exchange Rules. In the event where the Home Exchange does not stipulated rules governing Silent Period, criteria dealing with the Listing Approval for Foreign Listed Companies under “Primary Listing” Category apply.
Agent for CoordinationHave a liaison agent in Thailand, to act as an agent for disclosing information or doing any act in accordance with the rules prescribed in the Notification of the Capital Market Supervisory Board for Foreign Companies.
Opportunity DayThe company must organize a meeting to present and clarify the information about business and performance to shareholders, investors and related persons at least 1 time within the first year after having been listed in order to allow them access to relevant information and opportunity of raising queries to the management of the listed company.

Remarks:
/1 The Additional regulations of listing ordinary shares in the Stock Exchange of Thailand (SET) by Market Capitalization Test - please visit Common Shares Listing Admission - General Listing for Common Shares
Notification of Capital Market Supervisory Board Tor. Jor. 14/2558: Provisions relating to Offer for Sale of Securities Issued by Foreign Company Whose Shares Have Been Traded or Are Purposed to be Traded on Foreign Exchange in accordance with Section 2, Chapter 2 of the Notification of the Capital Market Supervisory Board governing rules concerning the offering of securities issued by a foreign company as a Listed Company or will be a Listed Company on the foreign exchange.

/2  Strategic shareholders are
  • Board of director, management, and related person.
  • Shareholders and their related-person who hold at least 5% of paid-up capital.
  • Authorities of the company.
/3 Market Capitalization is calculated from IPO price or the price that is allowed by SET
/4 The definition of an Investment Company in accordance with the Notification of the Capital Market Supervisory Board, means investments in securities, derivatives or digital assets in one or more of the following manners at a collective total exceeding 40 percent of the total assets as per the most recent financial statements or the consolidated financial statements
  • (1) Investments in shares in another company which is not, or will not become, a subsidiary or an associate, except for the investment in companies that cooperate or support businesses, or an affiliated company under the same parent company, or a network company that can demonstrate a policy or direction of cooperation or support for mutual operations.
  • (2) Investments with the objective of generating returns from increases in capital gain or other returns exempted investment in government bonds, debt instruments issued by the Ministry of Finance with an unconditional, full guarantee of principal and interest and units in money market funds or units in general fixed income funds.
  •  
  • The calculation of the proportion of such investments includes the investments in securities, derivatives or digital assets of subsidiary which is a non-financial institution and the investments in shares which are issued by an associate and engaged a non-financial institution.
SubjectsQualifications
StatusMust be a foreign company defined in the Notification of the Capital Market Supervisory Board/1 and they must not be in the process to remedy its qualifications for a listed company or a potential delisted company or subjected to any such similar requirements of its Home Exchange or Oversea Regulatory Agency.
Paid-up capital in common shares
(after public offering) 		≥ THB 100 million
Financial condition and liquidity
  • Must have a minimum total shareholder equity of THB 800 million and total shareholder equity > 0 before public offering.
  • Must be in a stable and healthy financial condition and have sufficient working capital.
Track recordProfit Approach
  • Combined minimum net profits from operations of THB 125 million over the past two or three years, and net profits from operations of THB 75 million for the latest full year.
  • At least 3 years of operating track record with at least one year of company management continuity prior to the application date.


Market Capitalization Approach/1
The specification shall be in accordance with the Market Cap Test criteria.

Shareholding Spread/2
 (after public offering)
  • Issued shares in hands ≥ 1,000 shareholders
  • Shareholding Ratio
    1. Total shareholding ≥ 30% of paid-up capital, in case the paid-up capital is < Baht 300 million
    2. Total shareholding ≥ 25% of paid-up capital, in case the paid-up capital is ≥ Baht 300 million but < Baht 3,000 million
    3. Total shareholding ≥ 20% of paid-up capital, in case the paid-up capital is ≥ Baht 3,000 million
    4. Each shareholder must hold at least 1 trading unit in accordance with the rule.
    5. It is able to prove that the shares shall be traded and have liquidity on the Exchange in accordance with the following requirements:
      • - the shares are publicly offered for sale in Thailand with the market capitalization/3 of not less than Baht 300 million or not less than 5 per cent of the paid-up capital, whichever is lower.
      • - it is able to prove that it will trade the shares on the Exchange and it has deposited the shares with Thailand Securities Depository Co., Ltd. (TSD) determined by the Exchange, provided that the shares shall have market capitalization of not less than Baht 300 million or not less than 5 per cent of the paid-up capital, whichever is lower.
      • - it is able to prove that the shares will be traded and have liquidity on the Exchange.
Public Offering Approval
  • Must have been granted approval by the SEC.
  • Offer through underwriters.
Management and control personnel
  • The Board of Director shall be qualified as required by the Notification of The Capital Market Supervisory Board for foreign company/1.
  • Committee and Management must hold qualifications accordingly;
    1. Not have any characteristics prohibited by The Capital Market Supervisory Board/1
    2. Committee and Management and control personnel must not have any characteristics prohibited by SET regulations that may affect an investor’s rights or an investor’s decision or a change of share price.
Nature of Business OperationNo operations are conducted in the manner of an investment management business (Investment Company) as prescribed under the Notifications of the Capital Market Supervisory Board /4 .
Financial statements and auditors
  • Must ensure that financial statements have been prepared in accordance with The Capital Market Supervisory Board/1 rules and regulations.
  • Must have an auditor approved by the SEC.
RegistrarAppoint TSD or an approved registrar by SET
Silent PeriodComply with Home Exchange Rules. In the event where the Home Exchange does not stipulated rules governing Silent Period, criteria dealing with the Listing Approval for Foreign Listed Companies under “Primary Listing” Category apply.
Agent for CoordinationHave a liaison agent in Thailand, to act as an agent for disclosing information or doing any act in accordance with the rules prescribed in the Notification of the Capital Market Supervisory Board for Foreign Companies.
Opportunity DayThe company must organize a meeting to present and clarify the information about business and performance to shareholders, investors and related persons at least 1 time within the first year after having been listed in order to allow them access to relevant information and opportunity of raising queries to the management of the listed company.

Remarks:
/1 The Additional regulations of listing ordinary shares in the Stock Exchange of Thailand (SET) by Market Capitalization Test - please visit Common Shares Listing Admission - General Listing for Common Shares
Notification of Capital Market Supervisory Board Tor. Jor. 14/2558: Provisions relating to Offer for Sale of Securities Issued by Foreign Company Whose Shares Have Been Traded or Are Purposed to be Traded on Foreign Exchange in accordance with Section 2, Chapter 2 of the Notification of the Capital Market Supervisory Board governing rules concerning the offering of securities issued by a foreign company as a Listed Company or will be a Listed Company on the foreign exchange.

/2  Strategic shareholders are
  • Board of director, management, and related person.
  • Shareholders and their related-person who hold at least 5% of paid-up capital.
  • Authorities of the company.
/3 Market Capitalization is calculated from IPO price or the price that is allowed by SET
/4 The definition of an Investment Company in accordance with the Notification of the Capital Market Supervisory Board, means investments in securities, derivatives or digital assets in one or more of the following manners at a collective total exceeding 40 percent of the total assets as per the most recent financial statements or the consolidated financial statements
  • (1) Investments in shares in another company which is not, or will not become, a subsidiary or an associate, except for the investment in companies that cooperate or support businesses, or an affiliated company under the same parent company, or a network company that can demonstrate a policy or direction of cooperation or support for mutual operations.
  • (2) Investments with the objective of generating returns from increases in capital gain or other returns exempted investment in government bonds, debt instruments issued by the Ministry of Finance with an unconditional, full guarantee of principal and interest and units in money market funds or units in general fixed income funds.
  •  
  • The calculation of the proportion of such investments includes the investments in securities, derivatives or digital assets of subsidiary which is a non-financial institution and the investments in shares which are issued by an associate and engaged a non-financial institution.
ListingOperatingCompanyStep
ListingOperatingCompanyStep_m

Related Regulations

  • Notification of Capital Market Supervisory Board Tor. Jor. 14/2558: Provisions relating to Offer for Sale of Securities Issued by Foreign Company Whose Shares Have Been Traded or Are Purposed to be Traded on Foreign Exchange
  • Notification of the Office of the Securities and Exchange Commission Nor Por. 1/2559 :Countries Recognized by the SEC Office concerning Supervisory Measures on Capital market
  • Notification of the Securities and Exchange Commission Kor Jor. 17/2551: Determination of Definitions in Notifications relating to Issuance and Offer for Sale of Securities
  • Notification of the Capital Market Supervisory Board No. Tor Jor. 39/2559 : Application for Approval and Granting of Approval for Offering of Newly Issued Shares (Codified).

Forms

  • Listing Applications and required documents   
  • The checklist and comparison of all listing criteria and the company’s share properties   
  • The documents that must upload via SETLink 
  • User Manual of DIPO : Preparation for top 10 and minority shareholders
  • Method of dissemination of information concerning CFO and Chief Accountant of IPO
  • FAQ Procedure for Listed Companies  tagname1