Thailand Bourse Plans Dual-Class Shares to Boost Listings and Revive IPO Market
Thailand's stock exchange is preparing to introduce a dual-class share structure by 2027, in a major proposed change aimed at attracting more companies to the local market and reversing a sharp slowdown in initial public offerings.
The Stock Exchange of Thailand (SET) wants to make listing more attractive to family-owned businesses and founder-led companies that may hesitate to go public because selling shares can reduce their control over the business.
Under a dual-class structure, companies can issue different classes of shares with different voting rights. Founders or controlling shareholders can therefore retain greater voting power while selling a larger portion of the company's economic ownership to public investors.
The proposal comes as Thailand's IPO market faces one of its weakest periods in years, making the reform potentially important for the country's capital-market competitiveness.
Thailand's IPO Market Has Slowed Sharply
The urgency behind the proposal becomes clearer from the latest fundraising figures.
Thai companies have raised only about 700 million baht ($21.6 million) through IPOs so far in 2026, according to SET chairman Kitipong Urapeepatanapong. That represents a 95% decline from 2025 and puts 2026 on course to be the weakest year for IPO fundraising since SET began compiling comparable data in 2003.
SET's own IPO statistics showed total IPO fundraising of 698.92 million baht as of September 28, 2026, broadly matching the figure cited by the exchange chairman. The data covered three new listed securities, including one SET listing and two on the Market for Alternative Investment (mai).
The contrast with 2025 is substantial.
SET's 2025 annual report shows that 21 companies listed through IPOs, raising a combined 8.229 billion baht. Six companies listed on SET, 12 on mai and three on LiVEx.
The slowdown therefore isn't simply a matter of a few companies postponing offerings. It reflects a much weaker pipeline of companies willing and able to access Thailand's public equity market.
Why Family Businesses May Be Reluctant to List
For a founder or family that has controlled a company for decades, an IPO creates a difficult trade-off.
Going public provides access to new capital, greater visibility and potentially a liquid market for shares. But it also means selling part of the company and accepting greater scrutiny from public shareholders.
Under the traditional one-share-one-vote structure, issuing more shares can reduce the controlling family's voting power.
Dual-class shares are designed to address that concern.
For example, a company could issue ordinary shares carrying one vote each to public investors while founders hold another class with multiple votes per share. The precise structure and safeguards would depend on Thailand's final legislation and regulations.
SET itself has previously studied dual-class shares and explained that structures can give one class substantially more voting power than another. Its 2023 research note cited examples such as one class receiving 10 votes per share while another receives one.
The proposed reform would therefore give founders another option: raise public capital without necessarily surrendering proportional control.
What Dual-Class Shares Could Mean for Thailand's IPO Market
If implemented effectively, the reform could broaden the pool of companies considering an IPO.
Thailand has a large population of privately controlled and family-owned businesses. Some may have the scale and financial strength required for a public listing but may currently view loss of control as too high a price.
A dual-class structure could change that calculation.
It could also make Thailand's market more competitive with regional financial centres that already allow various forms of weighted voting structures.
That matters because companies have more choices than simply listing on their domestic exchange. Businesses seeking international investors can consider markets such as Singapore or Hong Kong, depending on their size, sector and strategic objectives.
If Thai rules remain less flexible than competing markets, potentially attractive companies could choose to raise capital elsewhere.
The Reform Is Still a Proposal, Not a Completed Rule
Investors should be careful about treating the announcement as an immediate change in SET listing rules.
The proposed system requires changes to Thailand's public company law. SET is working with the Finance Ministry, Securities and Exchange Commission and other relevant agencies, with the exchange chairman saying Parliament is expected to consider the amendment this year and that implementation is targeted for 2027.
That means the final design could change before implementation.
Important details still need to be established, including the maximum voting differential, eligibility requirements, safeguards for minority shareholders and possible limits on how long enhanced voting rights can remain in force.
These details could determine whether the reform attracts companies without undermining investor confidence.
The Main Concern: Minority Shareholder Rights
Dual-class shares can solve one problem while creating another.
The benefit is clear for founders: they can retain strategic control while raising capital.
For minority investors, however, economic ownership and voting power can become disconnected.
An investor might own a meaningful percentage of a company but have substantially less influence over board appointments, major transactions or other corporate decisions if another shareholder controls super-voting shares.
SET's own research has acknowledged this concern. Its 2023 study noted that without sufficient investor-protection measures, dual-class structures can create greater inequality in corporate control and potentially affect the reputation and efficiency of the capital market.
Possible safeguards include sunset provisions, which automatically remove enhanced voting rights after a specified period or event, limits on the voting ratio between share classes and restrictions on who can hold super-voting shares.
These protections will be important if Thailand wants to attract institutional investors alongside founder-led companies.
Why Governance Will Matter More
Thailand is not introducing the reform into an empty regulatory framework.
The SEC has recently been strengthening investor-protection and disclosure rules. Revised regulations covering material transactions and related-party transactions took effect on July 1, 2026, with the regulator saying the changes were designed to align Thailand's framework with international standards and strengthen investor protection.
SET also introduced enhanced supervision and disclosure requirements for listed companies from July 2026. The exchange said the changes were intended to improve transparency and ensure investors receive sufficient and timely information.
That broader regulatory direction could become particularly important if dual-class companies are admitted to the market.
Strong disclosure rules, independent directors and safeguards around related-party transactions can help reduce some of the risks associated with concentrated voting control.
Could the Reform Help Thailand Compete Regionally?
Thailand's challenge is not simply to increase the number of IPOs.
The exchange needs to attract high-quality companies with strong growth potential, particularly businesses in areas such as technology, healthcare, advanced manufacturing, consumer services and other new-economy industries.
That would deepen the market and potentially improve its appeal to international investors.
SET's 2025 report already highlighted efforts to attract new-economy companies. Five new-economy businesses listed on SET that year, including four from digital and e-commerce industries and one from biofuel and biochemical businesses.
A more flexible ownership structure could complement those efforts.
However, simply allowing dual-class shares will not automatically revive the IPO market. Companies also need attractive valuations, investor demand, stable economic conditions and confidence that listing provides sufficient benefits compared with remaining private.
What Investors Should Watch
The most important developments over the coming months will be legislative and regulatory rather than stock-specific.
Investors should watch:
Progress of the proposed public company law amendment
The final design of dual-class voting rights
Limits on super-voting shares
Any sunset provisions
Eligibility rules for companies using the structure
Minority shareholder protections
The number and quality of new IPO applications
Whether family-owned companies begin announcing listing plans
Institutional investor response to the new framework
SET already has a pipeline of potential listings. As of September 23, the exchange listed several companies with filings submitted or applications approved, showing that the IPO pipeline has not completely disappeared despite the weak fundraising numbers.
The question is whether regulatory reform can turn that pipeline into a sustained flow of new listings.
What It Means for Investors
For investors, more IPOs can have both positive and negative consequences.
A stronger listing pipeline can provide access to new businesses and sectors that are currently difficult to invest in through Thailand's public market. More companies can also improve market depth and sector diversity.
But investors should not assume that a dual-class company is automatically attractive.
The key issue will be how much control founders retain relative to their economic ownership and what protections minority shareholders receive.
A company with strong management, sound financials and sensible governance can potentially benefit from founder control. A poorly governed company with excessive voting concentration can create greater risks for public investors.
That distinction will become increasingly important if Thailand adopts the proposed structure.
Bottom Line
Thailand's stock exchange plans to introduce dual-class shares by 2027 in an effort to attract more companies, particularly family-owned businesses that are reluctant to list because of concerns over losing control.
The reform comes at a critical time. Thai IPO fundraising has fallen about 95% from 2025 to roughly 700 million baht so far in 2026, putting the market on track for its weakest IPO year in more than two decades.
The proposal could make Thailand's equity market more competitive and encourage privately held companies to consider going public. But its success will depend heavily on the final voting structure and investor safeguards.
For investors, the next major milestone is not simply whether Thailand permits dual-class shares, but how the country balances founder control with minority shareholder rights. That balance could determine whether the reform genuinely strengthens Thailand's IPO market or merely increases the number of companies listed.
This article is for informational and educational purposes only and should not be considered investment advice.
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