As at 22 September 2026, Thai law has no general duty to report the granting of a share pledge. SEC Thailand's draft amendment to the Securities and Exchange Act B.E. 2535 would add a duty to report significant encumbrances over listed-company shares, with the SEC Office publishing the reports. It is out for public hearing and is not law.
This note keeps apart three things: what Thai law requires today, what the draft bill would add if enacted as published, and what is not yet known. The draft is in hearing document No. Or Kor Mor-1. 58/2569 (เลขที่ อกม-1. 58/2569), published on 11 September 2026 by the Securities and Exchange Commission, Thailand (SEC Thailand), with comments open until 13 October 2026. Everything here is stated as at 22 September 2026. The existing 5% regime is covered in our note on Form 246-2. This note describes the general position only; how that applies to a particular holding or structure is for your own Thai counsel.
Key takeaways
- Today there is no general duty. Form 246-2 follows acquisitions and disposals across each 5% of voting rights; Form 59 follows changes in the holdings of directors, executives and auditors.
- The draft would add one. Proposed sections 259/1 and 259/2 would require a person who creates a significant encumbrance over listed-company shares to report it to the SEC Office, which would publish the reports.
- It is a hearing draft. Published on 11 September 2026; comments close on 13 October 2026.
- The detail is left to later rules. The draft states no percentage, deadline or list of encumbrance types; Capital Market Supervisory Board notifications would supply them.
- The penalty would be criminal. The new duty would fall under section 298, which already covers a failure to report under section 246.
Today: do shareholders have to report pledged shares in Thailand?
No. As at 22 September 2026 Thai law imposes no general duty to report pledged shares. The two holder-level reports under the Securities and Exchange Act B.E. 2535 (1992), Form 246-2 and Form 59, are keyed to changes in a holding, and neither lists the grant of a pledge as a reportable event.
Section 246 requires a report to the SEC Office on Form 246-2 when a person, counted with related persons and those acting in concert, acquires or disposes of securities so that the holding reaches or passes any multiple of 5% of total voting rights. The implementing rule (Notification of the Capital Market Supervisory Board No. TorJor. 28/2554) mentions collateral only in connection with qualifying securities borrowing and lending, where collateral given by transfer of ownership is exempt. It has no general exemption for collateral delivered by transfer of ownership, and no clause makes the grant of a pledge without transfer reportable.
The SEC's own reasoning for the reform points the same way: its hearing document gives, as one reason, directors or major shareholders pledging or encumbering large numbers of listed-company shares "without disclosure to investors", with the shares later force-sold (our translation).
A forced sale is different: it is a disposal, so it can take a holding down through a 5% multiple and become reportable, as set out in what happens on default.
Today: does a director or executive report a share pledge on Form 59?
Not for the pledge itself, on the SEC's published guidance. Form 59 reports changes in holdings, and the SEC says that placing securities as security for a debt under the securities depository's regulations creates no Section 59 duty, "because there is no change of ownership of the securities" (our translation).
Section 59 requires directors, managers, persons in specified management positions, and auditors to report their holdings of securities and derivatives and changes in them, with those of a spouse, cohabiting partner and minor children. The SEC's statement is a note on its Section 59 page; it turns on ownership not changing and is not a statement about every structure.
Changes of ownership are another matter. An SEC circular of 27 September 2024 (ที่ กลต.นร.(ว) 54/2567) addressed shares placed as collateral. A summary published by Tilleke & Gibbins on 24 October 2024 says it treats three events as reportable: a forced sale on default, a transfer to a custodian holding for another person's benefit, and the endorsement of share certificates to a creditor; we take that list from the summary, not from the circular's text. The summary adds that collateral placed under foreign law may differ from a Thai pledge and could trigger reporting earlier. None of the three events is the grant of a Thai-law pledge as such.
Today: where can you see how many shares of a SET-listed stock are pledged in margin accounts?
The Stock Exchange of Thailand publishes a monthly file, "Securities Pledged in Margin Accounts", under Market Statistics on set.or.th; it covers margin accounts only. An SEC article of 25 September 2024 on share-collateral transactions points investors to it, and names the listed company's Form 56-1 One Report, Form 59 and Form 246-2 as existing disclosure channels (the One Report is filed by the company, not the holder).
For each security the file shows the number of shares pledged in margin accounts, that number as a percentage of paid-up shares, and the free float; the stated source is SEC data. As at 22 September 2026 the latest file on the SET margin-accounts page is for the month ending 28 August 2026 and lists 892 securities. Downloads need a SET login, and the table excludes stock dividends and newly issued shares not yet listed (the Thai file also excludes warrants and depositary receipts).
The series does not say who pledged, and it is not a register of shares pledged to banks or other lenders outside a margin account, or of pledges registered with the Thailand Securities Depository; see stock loan versus margin loan.
The draft: is SEC Thailand's proposed share-pledge reporting requirement in force?
No. The proposed encumbrance-reporting duty is a draft bill at the SEC's own public-hearing stage. SEC Thailand published the hearing document on 11 September 2026, and the last day for comments is 13 October 2026.
There have been two stages: a consultation on principles (hearing document No. Or Kor Mor-1. 36/2569) from 24 June to 24 July 2026, in which the SEC records that most respondents agreed, and the draft bill of 11 September 2026, announced in an SEC news release on 15 September. Comments can be made on the SEC hearing page, by email to legal@sec.or.th, or through the central legal portal, law.go.th.
The September document sets no timetable beyond saying the SEC will compile the comments and consider them in revising the provisions. Thai press reports of the SEC's June announcement described the later steps (a 30-day hearing on the draft bill, a regulatory impact analysis, then the legislative process) without dates. As drafted, the Act would take effect the day after publication in the Government Gazette, but the duty operates through Capital Market Supervisory Board notifications and would bite only once those exist. A separate package of four capital-market bills, including a different draft amendment to the same Act, is on its own legislative track; the encumbrance-reporting draft is not part of it.
The draft: what would the Securities and Exchange Act amendment require for encumbered shares?
If enacted as published, the draft would add a new Part 3, "Reports on the creation of encumbrances over securities", to Chapter 8 of the Act: proposed sections 259/1 and 259/2. A person who creates a significant encumbrance over securities would have to report it to the SEC Office, which would publish the reports.
Proposed section 259/1 defines "securities" for this Part as shares issued by a company that has securities listed on the Stock Exchange, together with other securities prescribed by notification of the Capital Market Supervisory Board. Proposed section 259/2 carries the duty. In our working translation, its first paragraph reads:
For the purpose of examining unfair practices and the acquisition of securities for business takeovers, the Capital Market Supervisory Board shall require a person who creates a significant encumbrance over securities, of the nature and with the details prescribed by the Capital Market Supervisory Board, to report that action to the SEC Office in accordance with the rules, conditions and procedures prescribed by notification of the Capital Market Supervisory Board.
Its second paragraph has the SEC Office disclose the reports to the public generally. The translation is unofficial; the published Thai text is authoritative.
The duty is framed around the person who creates the encumbrance; the text as published does not mention a lender or a custodian, though the reporting rules and procedures are left to notification. A failure to report would be a criminal matter: the draft would add the new duty to section 298, which already covers a failure to report under section 246, with the penalty shown in the table below.
The draft: which kinds of encumbrance does the SEC's proposal cover?
The draft bill lists none. It leaves "the nature and details" of a reportable encumbrance to the Capital Market Supervisory Board. The transaction types usually quoted are examples the SEC gave at the June 2026 principles stage.
The SEC's English release of 25 June 2026 (No. 135/2026) described a duty to report "the creation of significant encumbrances over securities, such as pledging securities as collateral for margin accounts, using shares as collateral for borrowing without transferring the shares, and pledging shares registered with the Thailand Securities Depository Co., Ltd. (TSD)". The principles paper is fuller: in its loan-collateral example the shares would be transferred immediately on default or when a condition in the contract is met, and beside TSD-registered pledges it names a pledge of securities under the Civil and Commercial Code (our translation).
Both lists open with "such as" and neither appears in the draft bill or the September hearing document: they are the SEC's examples from June, not categories in the proposed law. What a pledge is under the Code is set out in the legal anatomy of a Thai share pledge, and how one is recorded at the depository in TSD custody and perfecting a share pledge. Whether a particular arrangement would fall within the eventual definition is for your own Thai counsel once the notifications exist.
The draft: who would have to report, and at what threshold?
The draft refers to "a person who creates a significant encumbrance over securities". No percentage appears in it; what counts as "significant" would be fixed later by Capital Market Supervisory Board notification.
The SEC's entry for the hearing on the central legal portal (law.go.th) describes those affected as holders of listed-company shares who significantly encumber them, "such as a major shareholder or a director" (our translation); the hearing document (section 4.3) says only "a shareholder of a listed company". Those are examples, not the legal test.
In its summary of the principles hearing the SEC said the reporting person would be the owner who encumbers the securities, under subordinate rules. Respondents asked for a clear minimum threshold and whether the holdings of persons acting in concert would be counted; the SEC's recorded replies are that it will take the suggestions into account when revising the relevant notifications and will consider the acting-in-concert point further. Its preliminary indication was that not every encumbrance would be reportable: only one created by a person important to the listed company, such as a director, an executive or a significant shareholder, in an amount that reaches or crosses a set threshold. None of that is in the draft bill.
Side by side: Form 246-2, Form 59 and the proposed encumbrance report
Form 246-2 and Form 59 report changes in a holding. The proposed report would cover what neither captures as such: security created over shares while ownership does not change.
| Question | Current law as at 22 September 2026 | Draft bill, if enacted as published | Not yet known |
|---|---|---|---|
| Who reports | Form 246-2: any person whose holding, with related persons and concert parties, crosses a 5% multiple of voting rights. Form 59: directors, executives and auditors, plus holdings of a spouse, cohabiting partner, minor children and certain juristic persons they control (over 30% of voting rights) | "A person who creates a significant encumbrance over securities" (proposed section 259/2). The SEC's examples are major shareholders and directors | Whether notifications narrow it; how concert parties are treated; any role for a lender or custodian |
| What triggers a report | A change in a holding: acquisition or disposal (Form 246-2); purchase, sale or transfer (Form 59) | Creating a significant encumbrance | What "significant" means; whether a release, top-up or enforcement is also reportable |
| Which encumbrances are covered | None as such | Not listed: left to the Capital Market Supervisory Board, over shares of companies listed on the Stock Exchange and other securities to be notified | The list, and any exemptions. The SEC's June 2026 examples are not in the bill |
| Deadline | Form 246-2: three business days. Form 59: generally three business days (seven if the person is not yet in the SEC's director and executive database); since 16 March 2024 (SEC Office Notification No. SorJor. 6/2567) transactions may be accumulated until they reach THB 3 million or six months pass, whichever comes first | None in the bill | Left to notification |
| Whether the information is published | Form 246-2 and Form 59 reports are disclosed on the SEC website; SET publishes monthly margin-collateral totals by security | The SEC Office would publish the reports | Scope and timing, which the SEC says are under consideration |
| Penalty | Section 298, for a failure to report under section 246: in the SEC's consolidated text, imprisonment of up to two years, or a fine of up to THB 500,000 plus up to THB 10,000 a day, or both | Section 298 (in the form the draft assumes) would be replaced; the replacement carries the same penalty and adds proposed section 259/2 | Whether it is enacted in this form, and how it is sequenced with the other amending bill |
Not yet known: what does the draft leave open?
Most of what a holder would need to act on is not in the draft: the threshold, the list of transactions, the deadline, the form and the treatment of later events are delegated to notifications that do not yet exist. Three further points: the draft has ten clauses and no transitional provision for existing encumbrances; its penalty clause is written against section 298 as amended by another amending Act whose number and year are left blank, and the sequencing of the two bills is not stated; and it gives no dates beyond 13 October 2026.
What can a holder do before the hearing closes on 13 October 2026?
A holder can do three things: read the hearing document and draft text (in Thai) on the SEC hearing page, note the 13 October 2026 comment deadline, and put the question to their own Thai counsel.
In the meantime Form 246-2 and Form 59 apply as before. We act as arranger and introducer of share-backed financing; any filing obligation rests with the person on whom the law places it, not with us, and we do not file or advise on Thai law. The wider risks of a facility are set out in is a Thai stock loan safe?. Under our editorial standards, any revision to this page will carry a new date; until then it describes the position as at 22 September 2026 only.
Frequently asked questions
01Do I have to report a share pledge in Thailand today?
02Is the proposed share-pledge reporting requirement already law in Thailand?
03What are proposed sections 259/1 and 259/2 of the Securities and Exchange Act?
04What threshold would trigger an encumbrance report under the draft?
05When does the SEC Thailand public hearing on the draft amendment close?
06What is the difference between Form 246-2, Form 59 and the proposed encumbrance report?
This article is general information about Thai securities law and a draft bill under public hearing, stated as at 22 September 2026, and is not legal, tax, or financial advice. The draft may be changed or withdrawn; nothing proposed in it is law unless and until it is enacted and the related notifications are issued. We do not say how any structure would be treated under a provision that has not been enacted. Translations of Thai texts are unofficial. Whether any reporting obligation applies to a particular holding or arrangement depends on the specific facts and is a matter for your own Thai counsel. Obtain advice from qualified Thai counsel and a financial adviser before acting.
