Thailand -- Securities Classification Regulatory Overview

Thailand classifies cryptocurrency tokens primarily under the Emergency Decree on Digital Asset Businesses B.E. 2561 (2018), distinguishing between cryptocurrencies (medium of exchange like Bitcoin or stablecoins) and digital tokens (rights to goods/services or investments). Tokens resembling securities—such as investment tokens (rights to participate in a project/business) or those with investment instrument characteristics (e.g., digitized debentures)—fall under the Securities and Exchange Act B.E. 2535 (1992), as amended, and are not treated as digital tokens under the Decree.[1][2][4][5][8]

Legal Test (Howey Test Equivalent)

Thailand lacks a direct Howey-like test but uses a substantive characteristics test by the SEC: tokens are securities if they exhibit "characteristics of investment instruments" (e.g., rights to profits, shares in projects/businesses, or resembling debentures/bonds under the 1992 Act). Examples include investment tokens or real estate/infrastructure/sustainability-backed tokens; utility tokens are exempt unless "not ready-to-use" or listed for trading.[1][2][5][7]

Tokens Considered Securities

• Investment tokens: Rights in projects/businesses (securities under 1992 Act).[1][5]
• Not-ready-to-use utility tokens: Investment-like, regulated as digital tokens.[3][5]
• Ready-to-use utility tokens (Group 1): Exempt if not for exchange trading; Group 2 (for listing) requires SEC approval.[5]
• Securities tokens/STOs: Treated as securities (e.g., digitized debentures); outside Decree scope.[1][7]
• Exclusions: Pure cryptocurrencies, ready-to-use utilities not for trading.[1][4][5]

Registration/Exemption Requirements for Token Issuers

Issuers of investment tokens or regulated utility tokens must:

• Obtain SEC approval via ICO portal for public offerings (Notification No. 10/2561, 7 June 2018).[5]
• Comply with disclosure, AML/KYC, and licensing for STO platforms.[7]
• Exemptions: Ready-to-use utility tokens (Group 1) not for trading (per 13 Aug 2024 SEC update); no ICO regs needed.[5] Digital asset businesses (exchanges, portals) require SEC licensing under the Decree.[6][7]

Secondary Trading Rules

• Trading of approved digital assets (e.g., BTC, ETH, USDT/USDC added 16 Mar 2025) only on SEC-licensed exchanges.[5][6][9]
• Investment/securities tokens: Traded on DA exchanges under amended securities laws; strict AML/KYC.[1][6]
• Prohibited: Use as general payment; off-exchange trading.[5][6]

Enforcement Examples

Search results lack specific cases but note SEC's strict oversight, including 2024-2025 STO updates for AML compliance and licensing enforcement on unlicensed operators.[7] General enforcement targets unlicensed exchanges and non-compliant ICOs under the Decree and 1992 Act.[6]

Key Legislation and Regulatory Guidance

• Emergency Decree on Digital Asset Businesses B.E. 2561 (2018): Core digital asset framework.
• Securities and Exchange Act B.E. 2535 (1992) (as amended): Governs security-like tokens.
• SEC Notifications: No. 10/2561 (ICO exemptions); 13 Aug 2024 (utility token updates).
• Guidance PDFs: SEC Regulation of Digital Assets[1]; Baker McKenzie Guide.[8]