In an effort to increase alternative fundraising methods for SMEs and startups, Thailand’s Securities and Exchange Commission (“SEC”) has issued new regulations on 16th May 2019 that magnify the scope of permitted crowdfunding activities, replacing the regulatory body’s previous notification regarding crowdfunding. The new regulations now allow issuers to offer “pure vanilla” debentures and shares, therefore lifting restrictions on issuing securities to both retail and non-retail investors.
This move can be seen as an indication that Thai policy-makers have started to embrace crowdfunding platforms and are taking steps towards invigorating the Kingdom’s fintech sector via legislation. While a number of SMEs have already begun conceptualizing activities surrounding equity crowdfunding, the SEC’s latest notification legally sanctions the offering of securities, thus facilitating grassroots financing for startups and entrepreneurs.
Stakeholders and crowdfunding procedures laid out
The new notification draws light on the different stakeholders and procedures involved in crowdfunding. Among these includes where issuers can offer crowdfunding activities, which the notification states must be offered through an SEC-approved crowdfunding portal in the form of a website, mobile app, or any other electronic medium – so long as they act as an intermediary between issuers of securities and investors. The notification also highlights several requisites for portals; in particular, submitting reports of all transactions that have occurred on the platform to the SEC, as well as other information relevant to the securities offered on the portal such as the risks involved with investing in them. In addition, portals are required to comply with existing KYC requirements and conduct other due diligence activities.[1]
The notification also states that issuers must be a company incorporated under Thai law that has not listed on the Stock Exchange of Thailand.[2] The use of proceeds collected from crowdfunding activities are strictly limited to financing the issuing company’s operations or for refinancing. Qualified issuers can be exempt from the SEC’s licensing requirements; however, they must only issue securities using one crowdfunding portal unless given special permission by the SEC.[3] On top of being required to disclose the results of their crowdfunding activities, issuers are subject to screening by portals to ensure that they comply with the provisions set by the SEC.
Investors are distinguished between non-retail investors, including institutional investors, venture capital investors, and angel investors; and retail investors, which refers to any other investor that is not considered a non-retail investor by the notification. Issuers are to offer no more than THB 100,000 to each retail investor and the total value of securities offered to these types of investors should not amount to more than THB 20 million within the first year of offering crowdfunding securities.[4]
Conclusion
Part of the government’s ‘Thailand 4.0’ initiative is to stimulate the Kingdom’s technological innovation sector with a focus on encouraging entrepreneurs and startups to invest in the field. By codifying the process of offering securities via crowdfunding platforms, the Thai government is making attempts at smoothening and clarifying the previously ambiguous regulations surrounding crowdfunding initiatives; on top of legitimizing the role of the fintech sector in allowing startups and entrepreneurs to collect the necessary capital in order to fund their business ventures.
Silk Legal will continue to monitor any updates and subsequent effect this notification may have on crowdfunding platforms, issuers, or investors. For more information, please contact us at [email protected] or the contact form provided.
[1] Section 16, “SEC Notification Tor Jor. 21/2562 Re: The Offering of Securities for Sale through Crowdfunding Portals” (2019) (available at http://capital.sec.or.th/webapp/nrs/data/8152s.pdf).
[2] Section 9, “SEC Notification Tor Jor. 21/2562 Re: The Offering of Securities for Sale through Crowdfunding Portals” (2019) (available at http://capital.sec.or.th/webapp/nrs/data/8152s.pdf).
[3] Section 28, “SEC Notification Tor Jor. 21/2562 Re: The Offering of Securities for Sale through Crowdfunding Portals” (2019) (available at http://capital.sec.or.th/webapp/nrs/data/8152s.pdf).
[4] Section 11, “SEC Notification Tor Jor. 21/2562 Re: The Offering of Securities for Sale through Crowdfunding Portals” (2019) (available at http://capital.sec.or.th/webapp/nrs/data/8152s.pdf).
