In Thailand, the legal requirements for conducting an Initial Coin Offering (ICO) are governed by the Securities and Exchange Commission (SEC). The regulatory framework aims to protect investors and ensure that ICOs are conducted transparently and fairly. Here are the key legal requirements for an ICO in Thailand:

1. Registration and Approval

• SEC Approval: Before launching an ICO, issuers must obtain approval from the Thai SEC. This includes submitting a detailed prospectus and other required documents outlining the ICO's details, the token's purpose, and the project's business plan.
• Filing a Registration Statement: Issuers must file a registration statement with the SEC, including all necessary information about the ICO, such as the project's objectives, token distribution plan, rights of token holders, and risk factors.

2. Licensed ICO Portal

• ICO Portal Requirement: The ICO must be conducted through an SEC-approved ICO portal. This portal is responsible for performing due diligence on the ICO issuer, ensuring compliance with legal requirements, and providing a secure platform for the ICO process.
• Due Diligence and Vetting: The ICO portal must vet the issuer’s project, including the business plan, whitepaper, and financial models, to ensure transparency and protect investors.

3. Disclosure Requirements

• Whitepaper Disclosure: Issuers must provide a comprehensive whitepaper that includes detailed information on the project's purpose, the technology used, the team involved, token issuance and distribution, use of funds, and risks associated with the project.
• Continuous Disclosure: After the ICO, issuers are required to provide continuous disclosure of relevant information to token holders and the public, similar to public companies.

4. Token Classification

• Utility vs. Security Tokens: The SEC classifies tokens as either utility tokens or security tokens. If the tokens are deemed securities, additional regulations apply, including compliance with securities laws.
• Assessment of Token Type: The SEC will assess whether a token is a security based on its characteristics and the rights it grants to token holders.

5. Anti-Money Laundering (AML) and Know Your Customer (KYC)

• KYC/AML Compliance: ICO issuers and ICO portals must comply with AML and KYC regulations to prevent money laundering and illicit activities. This includes verifying the identities of participants and reporting suspicious transactions.

6. Investment Limits

• Investment Caps for Retail Investors: There may be restrictions on the amount that retail investors can invest in an ICO to mitigate risks and protect less experienced investors.

7. Tax Obligations

• Tax Compliance: Issuers must comply with Thailand's tax regulations, including reporting income from the ICO and paying applicable taxes.

8. Foreign Issuers

• Local Representative Requirement: Foreign entities conducting ICOs in Thailand may need to appoint a local representative or partner with a Thai company to facilitate compliance with local regulations.

9. Penalties for Non-Compliance

• Legal Consequences: Non-compliance with SEC regulations can result in severe penalties, including fines, suspension of the ICO, and legal action against the issuers and the ICO portal.

To ensure full compliance with Thai regulations, it's advisable for ICO issuers to consult with legal experts familiar with local laws and the SEC's requirements.