On 24 June 2025, Thailand’s Cabinet approved in principle the Draft Ministerial Regulation Prescribing Criteria and Procedures on Share Repurchase, Disposal of Repurchased Shares, and Cancellation of Repurchased Shares by a Company, as proposed by the Ministry of Commerce. The regulation seeks to modernize and increase the flexibility of corporate share repurchase programs in Thailand, aligning them more closely with international capital management practices and current market dynamics.
The draft will now proceed to the Office of the Council of State for legal review and refinement. Feedback from the National Economic and Social Development Council (NESDC) will also be incorporated into the next phase of consideration.
Key Amendments to the Share Repurchase Framework
The draft regulation updates the existing Ministerial Regulation B.E. 2544 (2001) by introducing two major reforms:
1. Removal of the 6-Month Waiting Period Between Share Repurchase Programs
Under the current regulation, companies must wait six months after completing or cancelling a repurchase program before initiating a new one. The new draft eliminates this waiting period, allowing a new buyback program to begin immediately after:
✓ Completion of the previous program;
✓ Expiration of the most recent repurchase period; or
✓ Effective cancellation of the previous program.
This change allows public companies greater agility to respond to changing market conditions and optimize their capital allocation strategies.
2. Extension of the Disposal Period for Repurchased Shares
The draft regulation also revises the rules regarding the disposal of repurchased shares by listed companies. Key changes include:
| Provision | Current Regulation (B.E. 2544/2001) | Proposed Amendment |
|---|---|---|
| Section 11: Repurchase Period | New repurchases allowed only after 6 months following: (1) completion of the previous buyback, (2) expiration of the last repurchase period, or (3) cancellation of the previous program. | New repurchases allowed immediately after (1) completion, (2) expiration, or (3) cancellation. |
| Section 12: Disposal of Repurchased Shares | – Disposal allowed 3 months after completion – Must dispose within 3 years – Must dispose before issuing new shares – No extension permitted |
– Same base rules – Extensions permitted: → +2 years if average price condition is met → +1 year if shares remain unsold – Each extension requires shareholder approval |
This reform allows up to a six-year disposal window, reducing the pressure to sell during unfavourable market conditions and increasing financial planning flexibility.
Legal Development and Public Consultation
The Department of Business Development (DBD) conducted a public consultation between 12–27 March 2025, collecting feedback from stakeholders including government bodies, the private sector, and civil society via the Central Legal Information System and DBD’s website.
Implications for Thai Public Companies
For SET-Listed Companies
The revised rules offer the following disposal timeline:
✓ 3 years: Base period under current rules
✓ +2 years: If repurchase price conditions are met
✓ +1 year: Final extension, subject to shareholder approval
These changes enhance capital management, mitigate risks of forced disposals, and may improve investor confidence.
General Business Benefits
✓ Capital Efficiency: Enables more frequent repurchases without delay
✓ Liquidity Flexibility: Companies with surplus cash can act swiftly
✓ Pricing Strategy: More time to sell at favourable prices
✓ Good Governance: Requires shareholder involvement for extensions
✓ Market Stability: Reduces abrupt or distressed selling pressure
How MPG Can Support Your Company
With new regulations on the horizon, strategic legal guidance is more essential than ever. Mahanakorn Partners Group (MPG) offers end-to-end support to help your company comply and capitalize on the new regime:
✓ Regulatory Compliance: End-to-end support to ensure buyback programs meet legal standards
✓ Governance Advisory: Assist with shareholder meeting procedures and disclosures
✓ Transactional Support: Drafting necessary agreements with legal and financial advisors
✓ Capital Markets Guidance: Ensure compliance with SEC and SET obligations
✓ Risk and Tax Planning: Structure capital and assess tax and regulatory risks
✓ Legal Representation: Represent clients in disputes or enforcement related to repurchase activities
For tailored advice or legal assistance regarding the proposed share repurchase amendments, please contact us at [email protected].