The Stock Exchange of Thailand plans to introduce a dual-class share structure as early as 2027, aiming to attract more companies to list by allowing founders and controlling shareholders to retain greater voting power, while also improving the long-standing problem of insufficient free float in the Thai stock market. Under the proposed reform, different classes of shares could carry different voting rights. Company founders would be able to maintain control of their firms by holding high-voting-rights shares even if they sell more shares to the public. The Stock Exchange of Thailand is currently working with the Ministry of Finance, the Securities and Exchange Commission, and other regulators to push for amendments to the Public Limited Companies Act, and expects the relevant amendments to be passed by parliament this year. The direct backdrop for this reform is the sharp contraction in Thailand's IPO market this year. Since the start of 2026, Thai companies have raised only about 700 million baht, roughly US$21.6 million, through initial public offerings, a year-on-year decline of 95%. At the current pace, this year could become the weakest IPO year for the Stock Exchange of Thailand since it began compiling such data in 2003.

Family businesses fear losing control after listing

Stock Exchange of Thailand Chairman Kitipong Urapeepatanapong said many family businesses, even when they meet listing criteria, choose not to list at all or sell only a very small proportion of shares to the public, mainly out of concern that their control could be weakened or that they could even face an increased risk of takeover. This issue is especially important for the Thai market because family businesses are themselves the backbone of the local capital market. As of July, 705 of the 843 listed companies on the Stock Exchange of Thailand were family businesses, with a combined market capitalization of 10.93 trillion baht, accounting for about 54% of the total market capitalization of all Thai listed companies. Therefore, if the control issue can be alleviated, the pool of potential listing candidates could expand significantly. The solution offered by a dual-class share structure is to partially separate "economic rights" from "voting rights." Founders could sell more ordinary shares to raise capital while still retaining decision-making power over the company through high-voting-rights shares.

Reform also targets insufficient free float in the Thai stock market

The Stock Exchange of Thailand is pushing this system for another important reason: to increase the market's free float ratio. Some large Thai listed companies are currently held in large part by controlling shareholders on a long-term basis, leaving only a limited number of shares truly available for trading on the open market. International investors have also repeatedly noted that although some Thai blue-chip stocks are very large in scale, the number of shares actually available for buying and selling is insufficient, limiting the ability of large institutions to build positions. If companies can sell more shares without losing control, it may be possible to simultaneously expand public ownership, increase trading volume, and improve market liquidity. Therefore, for the Thai market, the dual-class share structure is not only an IPO system reform but also a liquidity reform.

Thailand hopes to move closer to markets such as Hong Kong and Singapore

If the reform is implemented, Thailand will also move further toward other major capital markets in Asia in terms of its listing regime. Hong Kong, Singapore, and Indonesia currently all allow different forms of dual-class share arrangements to attract technology companies, founder-controlled firms, and other companies unwilling to lose control because of listing. For Thailand, introducing a similar mechanism means companies will have less incentive to turn to other markets when choosing a listing venue due to corporate governance structure issues. However, a dual-class share system itself also means that ordinary shareholders may have weaker voting rights than founders, so the key to institutional design will be how to strike a balance between attracting companies to list and protecting minority shareholders. Overall, Thailand's reform targets two long-term problems in the capital market: on the one hand, family businesses are reluctant to list because they fear losing control; on the other hand, some existing listed companies have public shareholding ratios that are too low, limiting market liquidity. By allowing a dual-class share structure, Thailand hopes to enable companies to "sell more shares without giving up control," thereby simultaneously expanding IPO supply and the scale of free float.