Do You Have to Disclose a Share Pledge in Thailand?

Not on the face of the two holder reports, which are framed around changes in what a person holds rather than around security granted over it. Form 246-2 is the report of the acquisition or disposition of securities (แบบรายงานการได้มาหรือจำหน่ายหลักทรัพย์) filed with the Securities and Exchange Commission, Thailand (SEC) under section 246 of the Securities and Exchange Act B.E. 2535 (1992), with the detail in Capital Market Supervisory Board Notification TorJor. 28/2554 on reporting the acquisition or disposition of securities. Form 59 is the report of changes in the holding of securities and derivatives (รายงานการเปลี่ยนแปลงการถือหลักทรัพย์และสัญญาซื้อขายล่วงหน้า) by directors, executives, auditors, plan preparers and plan administrators, made under section 59 of the Act and, most recently, SEC Office Notification SorJor. 6/2567, in force from 16 March 2024.

The depository rules keep a pledge apart from a change of holder. Under Regulation 502.01 of Chapter 500 of the depository regulations of Thailand Securities Depository Co., Ltd. (TSD), on the use of securities as collateral, the depositor, typically a licensed securities firm holding the account at TSD, records the use as collateral in the securities account of the depositor or its customer, and TSD then suspends the withdrawal or transfer of those securities until the use as collateral is revoked. The record names the collateral grantor, the collateral recipient and the beneficiary (Regulation 502.02). On the registrar side, TSD’s registrar regulations list the registration of a securities pledge, and its revocation, as a service separate from the registration of a transfer (Chapter 400, Regulation 401). TSD publishes both chapters in English as unofficial translations, and only the Thai text has legal force.

That does not close the question. On 27 September 2024 the SEC issued circular กลต.นร.(ว) 54/2567, which its rule register files under section 59 and titles as a clarification of the reporting and disclosure of trading in listed-company securities and of the placing of listed-company shares as collateral (การนำหุ้นของบริษัทจดทะเบียนไปวางเป็นหลักประกัน). Which collateral arrangements it treats as reportable should be confirmed with Thai counsel from its text, particularly for any structure that moves shares into another person’s name or account rather than recording a pledge against the grantor’s own account.

Thai law does not use the term dealing; the equivalent duty is the Form 59 report under section 59 of the Act, and the SEC’s filing instructions frame it around acquisitions and dispositions. Those instructions, published with the SEC’s Form 59 filing system, say that the report covers the holdings of the director, executive, auditor, plan preparer or plan administrator together with those of a spouse or cohabiting partner, minor children and any juristic person in which they together hold more than 30 per cent of the total voting rights as its largest shareholders, and that it includes holdings through nominees, which are reported separately.

The instructions ask the reporter to state the method of acquisition, for example a purchase on or off the exchange, the acceptance of a transfer or the return of lent securities, and the method of disposition, for example a sale on or off the exchange, a transfer or a loan of securities. A purchase, sale, transfer or acceptance of a transfer made in a margin account must be identified as such. For an off-exchange sale below that day’s lowest price on the exchange, a sale on the Big Lot board or a transfer without consideration, the reporter must also name the buyer or transferee and state the relationship, whether family, control, business or other. A pledge is not among the examples, which are illustrative rather than exhaustive.

Circular 54/2567 is the SEC’s most direct statement on collateral in this context. Its listed enclosures are Notification SorJor. 6/2567, an updated infographic on reporting changes in holdings and an SEC article titled, in translation, "Understanding share-collateral transactions: risks and points of caution". Whether the grant of a pledge, its release or a forced sale must be reported on Form 59, and by when, should be confirmed with Thai counsel from the circular and SorJor. 6/2567. A separate question, whether a director may pledge at all during a company’s closed period, is covered under can directors pledge shares during a closed period.

Enforcement is where the holder reports engage, because it changes who owns the shares. TSD’s Regulation 504 provides two routes for securities placed as collateral: an auction, or a sale on the stock exchange. In either case the depositor records the sale in TSD’s system, TSD notifies the registrar, and the depositor keeps a notice of forced sale together with the certificate of auction or a certificate of sale certified by the exchange member that sold the shares (Regulation 504(1) and (2), as amended with effect from 24 August 2015). Once TSD lifts the suspension, shares sold on the exchange are held in the settlement account for clearing, and a buyer at auction can take delivery into its own securities account.

For the holder, either route disposes of its shares. If the sale takes the holding, counted with section 258 persons, across a section 246 reporting level, a Form 246-2 report follows, and a buyer that acquires a large line tests its own position. For a director or executive, a sale on or off the exchange is one of the methods of disposition the Form 59 instructions list, and a sale in a margin account must be identified as such. Who files when the sale is executed by a pledgee or a broker rather than the holder, and how quickly, are points to settle with Thai counsel when the documents are drafted, not after a margin call. The table sets out the moments side by side. What a falling price can mean for a facility before enforcement is reached is covered under what happens if your stock falls.

As general information, a holder planning to pledge a Thai listed stake would typically want four things settled before signing. The first is the form of security: whether the shares will be recorded as collateral under TSD’s Chapter 500 and frozen in the grantor’s own account, or moved into another name or account, which may be reportable in itself. The second is status: whether the holder, counted with section 258 persons, is near a Form 246-2 reporting level, and whether it, a spouse or partner, a minor child, a company in which they hold more than 30 per cent of the votes as largest shareholders, or a nominee is within Form 59. The third is enforcement: whether the documents contemplate an auction or an exchange sale under Regulation 504, who would file Form 246-2 and Form 59 and by when, and whether any transferee could reach a tender-offer level under TorJor. 12/2554. The fourth is the open points to confirm with Thai counsel: the current Form 246-2 levels and deadline under TorJor. 28/2554 as amended, the Form 59 deadline under SorJor. 6/2567, what circular 54/2567 requires for shares used as collateral, and whether any change to the reporting of share encumbrances has been proposed or made since.

Market features such as settlement, currency and NVDR holdings are summarised on the Thailand stock loans page. The position described here is accurate as at 27 October 2026, on the SEC, SET and TSD texts cited. The SEC addressed shares placed as collateral as recently as its circular of 27 September 2024 and the rules may change, so the current texts should be checked and independent Thai legal advice taken on any specific transaction.