THAILAND

Draft Notification on Criteria for Deleting, Destroying, or Anonymising Personal Data

The Personal Data Protection Committee (PDPC) has recently issued a draft notification on the criteria for deleting, destroying, or anonymising personal data. The hearing for the draft closed on 28 June 2024, and the results are being summarised. The draft notification is expected to take effect in the third or fourth quarter of this year.

According to the draft notification, when a data subject requests a data controller to delete, destroy or anonymise his/her personal data, the data controller must consider and comply with such request (subject to certain conditions under Section 33 of the Personal Data Protection Act B.E. 2562 (2019)) without delay and no later than 60 days after receiving it. The data controller must ensure that personal data cannot be retrieved, either directly or indirectly. If the data controller cannot immediately comply with the request, it must implement appropriate organisational and technical measures, which may include necessary physical measures to make the personal data difficult to collect, use, or disclose, and meet the criteria specified in the draft notification.

The draft notification also sets out two requirements for anonymising personal data, namely;

1. The anonymisation process must include deleting or removing any direct identifiers of the data subject in the personal data (de-identification); and
2. After the actions specified in (a) are carried out, there must be an additional review process to ensure that the data cannot indirectly identify the data subject, with a sufficiently low risk of re-identification. To prevent the data from being re-identified, consideration may be given to pseudonymisation or taking other actions on all or part of the data to reduce the risk that indirect identifiers can be used to re-identify the data subject.

It is worth noting that if personal data is unlawfully corrected, used, or disclosed, a data controller must only delete or destroy such personal data, and cannot use anonymisation.

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New VAT Law on Imports

Thailand has been deliberating for some time the enactment of legislation to remove the value-added tax ("VAT") exemption available to imports valued at less than THB1,500. The discussion has centred on addressing concerns of small and medium enterprises (SMEs) and local businesses regarding the proliferation of low value e-commerce goods which enter the country and are VAT-exempt.

On 19 June 2024, the Ministry of Finance issued the Notification on the Exemption of Customs Duties for Items Valued at no more than THB1,500 ("Notification") approving the imposition of 7% VAT on all imports, with effect from 5 July 2024 to 31 December 2024. The Notification was issued under Section 12, paragraph one of the Customs Tariff Decree B.E. 2530. The imposition of VAT on all imports will be collected by the Customs Department of Thailand at the time of import, together with the import duties (if not eligible for exemption).

The Notification also implements a waiver of customs duties for imported items with a total cost, including shipping and insurance (CIF), exceeding THB1 but not surpassing THB1,500.

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New Clarification on Businesses Requiring Commercial Registration

On 4 June 2024, the Royal Gazette published the Notification of the Ministry of Commerce Prescribing the Commercial Business that the Business Operator is required to Register and the Commercial Business that is not subject to the Commercial Registration Act B.E. 2499, B.E. 2567 (2024) ("Notification"). The Notification specifies the types of commercial businesses that must register with the Ministry of Commerce ("MOC") and those that are exempt from registration under the Commercial Registration Act B.E. 2499 (1956).

In brief, the Notification:

1. prescribes certain commercial businesses that are officially exempted from the registration requirement, which are as follows:


• commercial businesses which are operated as (i) registered partnerships, (ii) limited partnerships, (iii) private companies limited which are juristic persons under the Civil and Commercial Code, and (iv) public limited companies under the Public Limited Companies Act B.E. 2535 (1992); and
• commercial businesses conducted by business operators who are agricultural groups registered under the Royal Decree on Agricultural Groups B.E. 2547 (2004).


2. clearly defines which types of commercial businesses must register with MOC. Certain businesses that were previously required to register, such as e-marketplace platforms, are now exempted under this new Notification. Only commercial businesses operated by natural persons and ordinary partnerships are required to register with MOC.
3. specifies the location where the applicant shall submit their registration application to the MOC.
4. includes a specific provision addressing the registration requirement for foreign businesses operating in Thailand, and states that foreign operators who have already registered with MOC before this Notification will be automatically considered registered.
5. states that certificates issued under the Commercial Registration Act B.E. 2499 (1956) to a business operator who is a registered partnership, limited partnership, private company limited which is a juristic person under the Civil and Commercial Code, or a public limited company under the Public Limited Companies Act B.E. 2535 (1992), shall be deemed invalid.

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SEC Issues Notifications on Sustainability-Related Tokens

Thailand's Securities and Exchange Commission ("SEC") recently issued notifications to recognise sustainability-related tokens as a sub-type of digital token – which is considered a digital asset alongside cryptocurrency under the Emergency Decree on Digital Asset Businesses B.E. 2561 (2017). These notifications became effective on 1 June 2024.

Sustainability-related tokens are categorised into four sub-types, pursuant to how the funds received from the token offering are utilised:

1. Green token: to invest in projects that promote environmental sustainability;
2. Social token: to invest in projects that promote social development;
3. Sustainability token: to invest in projects that promote both environmental sustainability and social development; and
4. Sustainability-linked token: to proceed in activities that promote sustainability. This type of token may involve adjustable returns based on the performance of the issuer, its affiliates or specific projects in meeting the sustainability-related goals.

Requirements for Sustainability-Related Token Offering

The general requirements for digital token offerings also apply to public offerings of sustainability-related tokens. They are as follows:

1. the offering must be approved by SEC;
2. the registration statements and the draft prospectus must be filed with SEC before marketing and offering the digital token to the public; and
3. the digital token shall be offered through an initial coin offering (ICO) portal approved by the SEC.

In addition to the general requirements for digital token offerings, issuers of sustainability-related tokens shall also be required to disclose certain sustainability information, such as the use of proceeds, project evaluation process, details on adjustable rate of return, etc. The project must also be reviewed and certified by an external independent evaluator.

As an incentive to the proponents of sustainability projects, issuers of sustainability-related tokens shall be exempted from certain fees relating to the public offering, including the application fee and the fee for filing registration statements and draft prospectuses. Initially, this fee exemption will be extended to issuers who submit the token offering application within 31 May 2025.

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Update on Issuance and Offering for Sale of Sustainability-themed Bonds by SMEs and Startups

Following a public hearing (OrJorTor. 55/2023) on the issuance and offering for sale of sustainability-themed bonds by small- and medium-sized enterprises ("SMEs") and startups held by the Securities and Exchange Commission ("SEC") which ended on 16 January 2024, SEC gathered feedback and suggestions from stakeholders to revise the relevant regulations on the issuance and offering of sustainability-themed bonds. The revisions aim to support SMEs and startups to raise funds through sustainability-themed bonds via crowdfunding channels and private placements.

In addition, this would encourage SMEs and startups to quickly adapt and participate in business development in the sustainability sector, which is a key component of the strategy to conduct business operations in a way to reduce sustainability risks, upgrade the capability of competition, and help the country to achieve the goal of net zero greenhouse gas emissions.

Accordingly, SEC issued announcements to revise the criteria for the issuance and offering of sustainability-themed bonds. The revisions took effect on 1 April 2024. The main points of the revisions may be summarised as follows:

1. Expanding the criteria for offering convertible debentures for SMEs and large enterprises by private placement approach (PP-SME) to support the issuance and offering of debt instruments for environmental conservation (green bonds), debt instruments for social development (social bonds) or debt instruments for sustainability (sustainability bonds); and
2. Expanding the criteria for offering debentures through crowdfunding to support the issuance and offering of all types of sustainability-themed bonds.

In this respect, issuers of sustainability-themed bonds are still required to disclose and report information to investors regarding sustainability aspects, such as (i) the purpose for which the environmental and social funds will be used, (ii) the selection of projects for investment, (iii) progress reports on projects, (iv) the determination of business goals that are aligned with sustainability aspects, etc. This is to align the requirements with international standards,  provide investors with comprehensive information for investment decision-making, and enhance credibility regarding the issuance of sustainability-themed bonds.

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