Key Takeaways
- Three obligations take effect on 1 July 2026: revised SEC rules on material and related-party transactions, the end of walk-in company registration at the DBD, and OIC group-wide supervision for insurers.
- Two more follow: the manual work-permit filing window closes on 28 July 2026, and mandatory Employee Welfare Fund contributions begin on 1 October 2026.
- All five are in force or formally scheduled, not draft proposals.
- Contrary to earlier reports, there is no further minimum-wage revision this year; the 2025 provincial rates continue.
1. If your company is listed, your material and related-party transaction rules change on 1 July.
The Securities and Exchange Commission's revised rules on Material Transactions and Related Party Transactions take effect on 1 July B.E. 2569 (2026) under Capital Market Supervisory Board Notifications No. TorJor. 45/2568 (material transactions) and No. TorJor. 46/2568 (related-party transactions), which replace the 2551 (2008) notifications. They apply to companies listed on the Stock Exchange of Thailand (SET) and the Market for Alternative Investment (MAI), and to certain public limited companies.
The changes are substantive. The aggregation period for related transactions extends from six months to twelve, though aggregation is now required only where transactions are related or form part of the same project. The definition of a material transaction now expressly captures financial assistance and certain lease and business-lease arrangements outside the ordinary course of business. For related-party transactions, the group of persons whose dealings must be aggregated widens to include controlling persons and major shareholders of the connected party. And a new minority-protection mechanism lets shareholders holding at least 10 percent of voting rights collectively block a transaction where the audit committee or independent financial adviser has advised against it.
Action: have your company secretary and legal team re-run any planned acquisition, disposal, financial-assistance, or connected transaction against the revised thresholds and the new twelve-month aggregation rule before 1 July, and update your internal RPT approval checklist.
2. If you are incorporating a company, walk-in registration at the DBD ends on 1 July.
From 1 July B.E. 2569 (2026), the Department of Business Development (DBD) will discontinue walk-in, paper-based registration for new partnerships and limited companies nationwide. All applications must be filed through the DBD Biz Regist online system, which requires verified digital identity at every step.
This matters most for foreign-invested setups. Thai nationals can verify through ThaID or the National Digital ID (NDID), but the only online identity option currently available to foreign nationals is the DBD e-Service application. A foreign promoter or director will need to complete that verification before filing, so the one-day, over-the-counter incorporation is no longer available. Action: if you have an incorporation planned for the second half of 2026, either complete the paper filing before 1 July or have foreign promoters and directors set up DBD e-Service credentials now to avoid a registration delay.
3. If you are in an insurance group, group-wide supervision begins on 1 July.
The Office of Insurance Commission (OIC) Notifications on Group-Wide Supervision B.E. 2569, issued for both life and non-life insurers, take effect on 1 July B.E. 2569 (2026). They introduce a full-consolidation approach that extends OIC oversight across the entire insurance group, from the ultimate holding company down through its subsidiaries.
In practice, the head of each insurance group must appoint a dedicated unit or committee for group-level supervision, with authority proportionate to the group's size and complexity. The group must file shareholding-structure and corporate-governance reports, and report the qualifications of the ultimate parent's directors and executives, to the OIC registrar by June each year. Financial statements of the ultimate parent, for fiscal years ending from 2025 onward, must be submitted within six months of each year-end. Action: insurance groups should confirm the group-supervision body is appointed and the first reporting cycle is scoped before 1 July, and identify the ultimate parent whose financials and director qualifications must now be reported.
Two more dates close behind
The transition away from paper work-permit filing continues. The Department of Employment's window for manual (paper) submission of work permit applications, covering new applications, renewals, cancellations, and amendments, remains open only until 28 July B.E. 2569 (2026). After that, filing is through the e-Work Permit system, with manual submission permitted only where there is a documented technical fault in the system (companies in the Rapid Process category may file manually without proof of a fault). Action: default to the e-Work Permit system now, and keep evidence of any system error that forces a manual filing before the window closes.
Looking to the fourth quarter, mandatory contributions to the Employee Welfare Fund (กองทุนสงเคราะห์ลูกจ้าง) under the Labour Protection Act B.E. 2541 (1998) begin on 1 October B.E. 2569 (2026), deferred from 2025. The fund reaches employers with at least ten employees that do not already provide a provident fund or comparable termination and death benefits. Employer and employee each contribute 0.25 percent of wages from October 2026, rising to 0.5 percent from October 2031. Action: employers without a provident fund should budget for the contribution and set up the payroll deduction before the October cycle.
And one thing that is not changing
Despite earlier reports of a mid-year adjustment, the Ministry of Labour has confirmed there will be no further revision to the minimum daily wage this year. The 2025 provincial rates, ranging from THB 337 to THB 400 per day, continue to apply. No payroll change is required on this account.
Where we can help
Our Corporate and Capital Markets lawyers can re-test planned transactions against the revised SEC thresholds and prepare incorporations ahead of the DBD cut-off. Our Immigration team manages work-permit filings through the e-Work Permit transition, and our Employment and Tax teams advise on Employee Welfare Fund registration and contributions. To arrange a thirty-minute review of which of these obligations reach your business, contact [email protected].
Disclaimer: This publication is intended for general informational purposes only and does not constitute legal advice. The information contained herein should not be relied upon as a substitute for specific legal counsel. For advice tailored to your circumstances, please contact Dej-Udom & Associates directly.