Legal service for foreign clients
Securities and Digital-Asset Licensing — Applications That Survive the Regulator in Thailand
Most applications fail not on missing paperwork but on an unclear answer to one question: how is client money kept apart?
Quick answer
Almost any business taking money or assets from investors in Thailand needs a licence — exchange, broker, dealer, fund manager, or digital-asset custodian. A workable application rests on three pillars: paid-up capital and liquidity that genuinely stays in place, custody that keeps client assets separate from the firm, and identity-verification plus transaction reporting that actually runs on launch day. We prepare the filing, the operating manuals, and rehearse the regulator meetings. From THB 150,000.
From THB 150,000 — From THB 150,000 for a single licence class; group structures or multiple classes quoted separately. · Filing prepared in 6–10 weeks; review time sits with the regulator
Who this is for
- Founders of a digital-asset exchange or trading venue
- Brokers and dealers taking client orders
- Custodians and wallet providers
- Issuers raising capital through a token-offering portal
- Offshore operators reaching Thai investors and unsure whether they are caught
What you receive
- A ruling on which licence class the activity falls into, and any route that avoids licensing
- The complete filing with business plan, shareholding chart, and director profiles in the regulator's own format
- A client-asset custody manual with daily reconciliation
- KYC, anti-money-laundering, and reportable-transaction policies
- Incident plans for outage, attack, and returning client assets
Documents to prepare
- Certificate of incorporation, the latest shareholder register, and a group structure chart
- Financial statements and evidence of the source of capital
- CVs, qualifications, and clearance records for directors and executives
- System documentation, money and asset flow diagrams, and outsourcing contracts
How it works
5-step process
- 1
Classify the activity before designing the company
Matching orders as an intermediary and trading as principal are different licences with different capital — decide this first.
- 2
Set capital and custody
Segregate client assets from company assets from day one, with a daily provable balance.
- 3
Write manuals staff can follow
Supervisors test whether staff can follow the manual, not merely whether one exists.
- 4
File and answer the queries
The query round kills most applications, usually because early answers contradict the filed documents.
- 5
Pre-launch readiness
Test reporting, emergency withdrawal, and record-keeping before the first customer.
In depth
Securities and Digital-Asset Licensing — Applications That Survive the Regulator: what foreign clients need to know
Founders who come to us about licensing usually open with how long it takes and how much capital is needed. The prior question is whether the intended activity puts client money or client assets in the company's hands at any point, because the answer changes the licence class, the capital that must be maintained, the control framework, and every reporting duty. A venue that matches orders and passes settlement to a counterparty is a different business from one that receives coins into a company wallet, even for minutes.
Classify the activity before incorporating
A group structure set up before the licence class is known usually has to be rebuilt, because shareholder tests, foreign ownership limits, and director qualifications differ by class. Moving shareholders after filing invites further queries and signals an unsettled structure.
The most common misreading is that being merely a technology provider escapes supervision. In practice regulators look at economic substance, not technical framing. If users understand themselves to be trading through your service and you influence price, counterparty, or matching order, the activity is caught almost every time.
Equally common is the offshore operator who assumes that having no Thai office means no licence. A Thai-language interface, baht deposits and withdrawals, a Thai support desk, or influencer marketing in Thailand are all facts pointing to a service directed at Thai investors.
Client money and assets are the heart of the review
The question supervisors always return to is: if the company stopped trading tomorrow, how would clients get their assets back and who would do it? A usable answer takes the form of genuinely segregated accounts, daily reconciliation, and a named person accountable for that reconciliation — not a statement of policy.
For digital assets this is harder, because controlling the private key is controlling the asset. An acceptable design separates long-term storage from the operational wallet, sets a minimum number of signatories, and has a recovery procedure tested to work when one key-holder is unavailable.
Capital is also read differently from how operators expect. The registered figure is only a starting point; what is examined is liquid capital remaining after operating costs, and the plan for replenishing it if the first year runs at a loss.
The query round decides the application
Complete filings often fail because answers in the query round contradict each other — a business plan that starts with institutional clients paired with onboarding manuals designed only for retail. Such gaps read as documents assembled in silos with nobody owning the whole.
What works is a single owner for all responses, a register of every query and reply, and a check before each submission that the new answer does not contradict an earlier one. Teams that do this shorten the query cycle noticeably.
A readiness check precedes launch. The usual failure points are transaction reporting that still requires manual work, and communication records that miss the chat channels staff actually use.
Cost structure: government fees vs professional fees
| Item | Official fee | Professional fee | Note |
|---|---|---|---|
| Assessment of whether the activity is licensable | None | THB 35,000–60,000 | Includes a written opinion usable with investors |
| Preparing and filing one licence class | Regulator fees at the prescribed rate | From THB 150,000 | Includes core manuals and rehearsal of the regulator meetings |
| AML and KYC policy set | None | THB 45,000–90,000 | Scaled to onboarding channels and countries served |
| Ongoing annual compliance support | Annual fees | Agreed monthly | Covers reporting, internal review, and staff training |
A platform that believed it was only a developer
Situation: The team ran an order-matching service believing that holding no client assets meant no licence was needed.
What we did: Tracing settlement showed coins resting in a pooled wallet before onward transfer, so we restructured and entered the licensing process.
Outcome: Launch slipped a quarter but unlicensed operation was avoided.
An offshore operator marketing into Thailand
Situation: The company was incorporated abroad but ran a Thai-language site with baht deposits.
What we did: We set out two routes: withdraw the Thailand-directed service, or incorporate locally and apply.
Outcome: The client incorporated in Thailand and applied under the class matching its real activity.
When to act, and when waiting is fine
You have not incorporated and are still designing the product
Classify the licence first, then build the shareholding to that class's tests.
You are already operating without a licence
Assess criminal exposure and stop or reshape the activity immediately, before thinking about filing.
An investor wants a legal opinion before funding
Produce an opinion with explicit factual assumptions; a broad one is of no practical use.
You plan a new service under an existing licence
Check whether it falls inside the permission granted or requires an extension.
FAQ
Frequently asked questions
Does an offshore firm serving Thai users need a licence?
If the service solicits or targets investors in Thailand — Thai-language site, baht funding, local marketing — it is usually treated as operating here and needs a licence.
Can we simply sell our own token to interested buyers?
A public token offering must go through an approved offering portal with prescribed disclosure.
How much capital is required?
It varies by class, and supervisors care less about the registered figure than about capital that remains after launch.
Can an executive with a past case be appointed?
It depends on the offence and how long ago; screen fitness before naming anyone, since one failure stalls the whole filing.
Can we operate first and apply later?
Strongly inadvisable: unlicensed operation is a criminal offence and makes any later application far harder.
How long does a licence take?
The preparation stage is within our control and takes roughly two to three months; the review stage depends on the regulator and on how complete the query answers are.
Must directors be Thai nationals?
Not necessarily, but many classes require the compliance officer to be resident in Thailand and genuinely reachable.
Can we serve only foreign clients without a Thai licence?
Having staff and systems in Thailand can amount to operating here even if clients are abroad; this needs case-by-case assessment.
If the application is refused, can we refile?
Yes, but the reason for refusal stays on record, so the underlying cause must be fixed rather than the paperwork repackaged.
Is a special auditor or system reviewer required?
Several classes require external information-system audits reported on a set cycle.
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Written by: Thai Law & Accounting Services — attorneys and licensed accountants
Reviewed by: Reviewed by a Notarial Services Attorney registered with the Lawyers Council of Thailand.
Last updated: 2026-08
Information as of August 2026. Government fees and processing times change — verify with the relevant agency before acting, or let our team verify for you.