The SEC (Securities and Exchange Commission) has revised its ESOP (Equity Ownership Plan) criteria, allowing listed companies to extend the period for selling repurchased shares by up to two years.

The Securities and Exchange Commission (SEC) has revised the criteria for exemption from filing for listed companies that repurchased shares to sell to directors and employees (ESOP) to align with the new ministerial regulation. This allows for an extension of the share repurchase period for up to two years. The revised regulations are effective from July 16, 2026.

July 16, 2569 The Securities and Exchange Commission (SEC) The criteria for exemption from filing requirements for listed companies selling repurchased shares through ESOP programs to extend the share sale period have been revised to align with the updated Ministerial Regulation on Share Repurchase.

As per the Ministry of Commerce's amendment to the Ministerial Regulation on Rules and Procedures for Share Repurchase, Sale of Repurchased Shares, and Cancellation of Repurchased Shares of Companies (No. 3) B.E. 2568 (2025), the regulations governing share repurchase by public limited companies have been improved. This aims to enhance the effectiveness of the share repurchase mechanism in managing the financial liquidity of public limited companies, prepare for unforeseen circumstances, and strengthen the competitiveness of the Thai capital market.

The SEC has therefore revised the criteria for exemption from filing a registration statement for securities offerings (filing) and drafted a prospectus to the Office for listed companies offering repurchased shares to directors and employees (ESOP). A first round of public consultations on the principles was held in October-November 2025, and a second round of draft announcements was held in April-May 2026. The majority of those who provided feedback agreed with the revised guidelines.
The amendment of these guidelines.

The SEC has therefore issued an announcement to amend the related regulations, effective from July 16, 2026, with the following key points: In cases where the repurchased shares are listed securities on the Stock Exchange of Thailand, the period for selling the repurchased shares can be extended by up to two years if the conditions stipulated in the amended Ministerial Regulation on Share Repurchase are met, as follows:

(1) A registered company may not sell the repurchased shares within the period specified in the share repurchase agreement, but not exceeding 3 years from the completion of the share repurchase agreement.
(2) The weighted average price of the shares of a listed company for the three months prior to the date the Board of Directors resolved to hold a shareholders' meeting was lower than the average repurchase price.
(3) The registered company has received approval from the shareholders' meeting before the expiration of the period specified for the share repurchase.

In addition, the SEC has issued a circular titled "Clarification Regarding the Extension of the Period for Selling Shares Repurchased by Companies" to ensure a correct and consistent understanding among stakeholders regarding the amendment to these regulations.

Read news related to both Thai and international stock markets here.