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Companies can list on the Stock Exchange of Thailand and expand their businesses whether they are startups, SMEs, or medium-sized enterprises.
Preparation for listing
To raise funds through an IPO and list on the Stock Exchange of Thailand, a company must go through a number of preparatory steps and comply with all related laws and regulations as follows:
• Establish a clear business structure to reduce potential conflicts of interest
• Maintain transparency and accountability in operations to avoid conflicts of interest
• Ensure that all transactions involving related parties are suitable
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Companies can list on the Stock Exchange of Thailand and expand their businesses whether they are startups, SMEs, or medium-sized enterprises.
Preparation for listing
To raise funds through an IPO and list on the Stock Exchange of Thailand, a company must go through a number of preparatory steps and comply with all related laws and regulations as follows:
• Establish a clear business structure to reduce potential conflicts of interest
• Maintain transparency and accountability in operations to avoid conflicts of interest
• Ensure that all transactions involving related parties are suitable
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People who play an important role in the preparatory process
Financial Advisor
A financial advisor can be a commercial bank, finance company, securities company, or a company that acts as a financial advisor and is approved by the SEC to submit an application for listing on the SET. The financial advisor’s main responsibilities are as follows:
 | Review and study the applicant's information using professional knowledge, competence, and prudence |
| Provide advice and suggestions on preparation and assist the applicant in resolving problems throughout the process |
| Prepare application documents, certifying that the applicant has provided accurate and complete information and that the applicant is qualified for listing |
| Provide advice on regulatory compliance and monitor the applicant's operations and operating results for one year after listing |
| Conduct due diligence to ensure that the applicant does not have any material issues with their shareholding structure, related party transactions, internal control system, or financial statements, which are frequently found and take a long time to resolve. |
| Educate the applicant on their legal obligations and responsibilities as a listed company |
| Coordinate with relevant parties such as the auditor and internal auditor to ensure that the listing process goes as planned |
Auditor
Must be an SEC-approved auditor and is responsible for providing advice, auditing, and certifying that the company's report on financial information is accurate and in accordance with accounting standards.
Internal Auditor
Independently assesses the adequacy and appropriateness of the company's internal control system, makes suggestions for improvement, follows up on implementation results, and reports the audit results on a regular basis, as well as continuously participating in the development of the internal control system.
Audit Committee
The audit committee must have the following qualifications, composition, and responsibilities:
Qualifications and composition
1. Comprised of at least three board members, at least one of whom must have accounting/financial knowledge
2. Appointed by the board of directors or by the shareholders
3. Must not be an executive director/executive, employee, or consultant who receives a regular salary from the company
4. Hold no more than 1% of the company's shares, including shares held by related parties.
5. Has no benefit or interest in the company's finances or administration
Responsibilities
1. The Audit Committee reports to the Board of Directors and performs duties within the assigned scope
2. Scope of work
- Review financial reports
- Review the internal control system and the internal audit system
- Consider the selection and nomination of auditors
- Review compliance with relevant laws
- Ensure accurate and complete disclosure of information about connected transactions
4. Prepare the Audit Committee report in the annual report
5. Any changes to the Audit Committee's duties must be reported to the SET
Financial Advisor
A financial advisor can be a commercial bank, finance company, securities company, or a company that acts as a financial advisor and is approved by the SEC to submit an application for listing on the SET. The financial advisor’s main responsibilities are as follows:
| Review and study the applicant's information using professional knowledge, competence, and prudence |
| Provide advice and suggestions on preparation and assist the applicant in resolving problems throughout the process |
| Prepare application documents, certifying that the applicant has provided accurate and complete information and that the applicant is qualified for listing |
| Provide advice on regulatory compliance and monitor the applicant's operations and operating results for one year after listing |
| Conduct due diligence to ensure that the applicant does not have any material issues with their shareholding structure, related party transactions, internal control system, or financial statements, which are frequently found and take a long time to resolve. |
| Educate the applicant on their legal obligations and responsibilities as a listed company |
| Coordinate with relevant parties such as the auditor and internal auditor to ensure that the listing process goes as planned |
Auditor
Must be an SEC-approved auditor and is responsible for providing advice, auditing, and certifying that the company's report on financial information is accurate and in accordance with accounting standards.
Internal Auditor
Independently assesses the adequacy and appropriateness of the company's internal control system, makes suggestions for improvement, follows up on implementation results, and reports the audit results on a regular basis, as well as continuously participating in the development of the internal control system.
Audit Committee
The audit committee must have the following qualifications, composition, and responsibilities:
Qualifications and composition
1. Comprised of at least three board members, at least one of whom must have accounting/financial knowledge
2. Appointed by the board of directors or by the shareholders
3. Must not be an executive director/executive, employee, or consultant who receives a regular salary from the company
4. Hold no more than 1% of the company's shares, including shares held by related parties.
5. Has no benefit or interest in the company's finances or administration
Responsibilities
1. The Audit Committee reports to the Board of Directors and performs duties within the assigned scope
2. Scope of work
- Review financial reports
- Review the internal control system and the internal audit system
- Consider the selection and nomination of auditors
- Review compliance with relevant laws
- Ensure accurate and complete disclosure of information about connected transactions
4. Prepare the Audit Committee report in the annual report
5. Any changes to the Audit Committee's duties must be reported to the SET
Other people involved in the listing preparatory process
Listing process
Filing for a listing of equity instruments including common stock, REIT, IFF, and IFT consists of five major steps and involves stakeholders from various sectors.
Preparation
Conversion to a public company
Filing and share offering
IPO
First Trading Day
| Preparation and planning period |
18 to 24 months before filing
Due diligence
- Study relevant laws and regulations such as the Public Limited Company Act, the SEC's regulations on issuing and offering public shares, and the SET's listing of ordinary shares regulation
- Appoint an SEC-approved financial advisor to provide advice and assistance with the preparation process
- Provide detailed information to the financial advisor to verify eligibility and make necessary changes to ensure compliance with applicable rules and regulations/span>
- Prepare information and a timetable
- Organize the company's and the group's shareholding structure to avoid conflicts of interest and establish a good corporate governance system
12 months before filing
Adjust accounting and financial reporting systems
- Appoint an SEC-approved auditor to prepare financial statements and accounting information in accordance with the standard, and to adjust the accounting and financial reporting systems to meet the SEC's criteria
- Practice preparing financial statements for at least two quarters to ensure timely completion
Adjust the internal control system
- Appoint an internal auditor to assess and improve the internal control system
- Appoint the Audit Committee
| Preparation and planning period |
6 months before filing
Prepare information and documents
- Make appointments to discuss significant issues with the SEC and SET (pre-consult)
- Prepare relevant information and documents to be submitted to the SEC and SET
1-2 months before filing
Conversion to a public limited company
- Establish a provident fund
- Appoint a securities registrar
- Participate in the planning of key events such as the FA/Auditor working paper reviews, company visits, and the SEC's management interview
- Prepare applications and relevant documents to be submitted to the SET/SEC
| Preparation and planning period |
- File a listing application with the SET, and an IPO application with the SEC
- Prepare for SET and SEC visits and management interviews
120+45 days
Information review and approval
- The SEC and the SET review the information, visit the company and consider the information for approval
- Plan and study the pricing and distribution of shares
- Prepare a public relations strategy
| Preparation and planning period |
6 months + 6 months
Offering shares to the public
- Appoint an underwriter
- Provide information to investors
| Preparation and planning period |
Listed and begin trading securities on the SET
Types of securities for listing
Related Information
