​​​​-Unoffi​​cial translation-
Ministerial Regulation No. 15 (B.E. 2543)
Promulgated under the Securities and Exchange Act B.E. 2535 (As amended)

By virtue of Section 7 and the fourth paragraph of Section 90 of the Securities and Exchange Act B.E. 2535, Finance Minister hereby issues Ministerial Regulation as follows:

Clause 1 The following Ministerial Regulations shall be repealed-

(1) Ministerial Regulation No. 6 (B.E. 2539) issued under the Securities and Exchange Act B.E. 2535; and

(2) Ministerial Regulation No. 14 (B.E. 2541) issued under the Securities and Exchange Act B.E. 2535.

Clause 2 Person eligible to apply for securities business license in the category of private fund management under this Ministerial Regulation shall be any of the followings-

(1) commercial bank under law on commercial banking;

(2) finance company under law on undertakings of finance business, securities business and credit foncier business;

(3) securities company under the law on securities and exchange ;

(4) life insurance company under the law on life insurance;

(5) financial institution set up under specific law as specified by the SEC and published in the Government Gazette; or

(6) newly established limited company or public limited company to undertake securities business in the category of private fund management under this Ministerial Regulation whose shares are held by any legal entity under Sub-clause (1) to (5) in aggregate amount of not less than fifty percent of total shares sold.

Clause 3 Where an applicant for securities business license in the category of private fund management is a legal entity under Clause 2(1) to (5), but not a branch of foreign commercial bank or a foreign life insurance company licensed under law on commercial banking or law on life insurance, as the case may be, such applicant shall-

(1) be able to maintain capital funds and set aside reserve capital in accordance with law controlling business undertaking of such legal entity;

(2) not have financial condition that is likely to cause damage or any other circumstances that show its financial hardship;

(3) within three years preceding the year of filing application toward the date of obtaining the license, not have criminal records indicating commission of offense under the law controlling business operation of such person or any other law relating to financial business, both of which concern unfair securities trading practices or cheating, fraudulent or dishonest business operation or money laundering control and suppression, regardless of whether it is Thai or foreign law;

(4) within three years preceding the year of filing application toward the date of obtaining the license, not have operational records indicating cheat or dishonest, irresponsibility, reckless in respective of protection of clients’ benefit, lack of cautiousness or unfair or unreliable business conduct;

(5) be able to show that its operational system will be prompt for operating securities business in the category of private fund management;

(6) be able to show that its human resource will be prompt and adequate with a view to responsibility for private fund management.

Directors, managers and persons with managerial authority who are responsible for managing private fund for legal entity under the first paragraph shall also have qualifications specified under Sub-clause (3) and (4) Where the applicant for securities business license in the category of private fund management is a branch of foreign commercial bank or a foreign life insurance company licensed under law on commercial banking or law on life insurance, as the case may be, such branch of foreign commercial bank

or foreign life insurance company shall also have qualifications specified under the first paragraph.

Manager of branch of foreign commercial bank or foreign life insurance company under the third paragraph shall also have qualifications specified under the second paragraph.

Clause 4 Limited company or public limited company newly established to apply for securities business license in the category of private fund management shall-

(1) have a paid - up registered capital specified for securities company licensed in the category of private fund management in accordance with the SEC’s Notification issued under law on securities and exchange;

(2) have qualifications under Clause 3(5) and (6);

(3) be able to show that its working capital will be sufficient to cover its projected expenses incurred in connection with business operation as specified in the SEC’s Notification; and

(4) have shareholder holding exceeding ten percent of total shares sold with qualifications specified under Clause 3(2) (3) and (4).

Where shareholder according to Sub-clause (4) is a legal entity under Clause 2(1) to (5), such legal entity shall have qualifications specified under Clause 3(1), provided further that its directors and managers shall also have qualifications specified under clause 3(3) and (4).

Clause 5 Any person intending to establish limited company or public limited company for operating securities business in the category of private fund management shall file an application for approval thereof with the SEC Office within the period of time and in form as specified in the SEC’s Notification as published in the Government Gazette.

Application for approval under the first paragraph shall be filed together with supplementary documents specified the SEC’s Notification as published in the Government Gazette, as well as two copies thereof.

Clause 6 In case where the SEC is of the view that limited company or public limited company so established has qualifications as specified in this Ministerial Regulation, the SEC shall recommend the Minister to grant his approval on the establishment of such

limited company or public limited company within sixty days from the date on which the SEC Office receives complete application and supplementary documents.

The Minister shall complete his consideration for approval on the establishment of limited company or public limited company under the first paragraph within thirty days from the date of receiving the SEC’s recommendation.

Clause 7 Upon the Minister’s approval under Clause 6, the approved person shall proceed with establishment of new limited company or public limited company for operating securities business in the category of private fund management as approved, and the newly established limited company or public limited company shall submit the application for securities business license in the category of

private fund management to the SEC Office within thirty days from the date on which the approval is granted, provided that the application shall be in form specified in the SEC’s Notification as published in the Government Gazette.

Application for approval under the first paragraph shall be filed together with supplementary documents specified the SEC’s Notification as published in the Government Gazette, as well as two copies thereof.

Clause 8 In case where legal entity under Clause 2(1) to (5) intends to apply for securities business license in the category of private fund management, it shall file an application with the SEC Office within the period of time and in form as specified in the SEC’s Notification as published in the Government Gazette.

Application for license under the first paragraph shall be filed together with supplementary documents specified the SEC’s Notification as published in the Government Gazette, as well as two copies thereof.

Clause 9 In connection with applying for securities business license in the category of private fund management under this Ministerial Regulation, the competent officer shall, upon the applicant’s consent, enter into the applicant’s place of business or premises or any place necessary for inspecting the applicant’s financial condition, business operation, assets or any relevant data.

Clause 10 In case where the SEC is of the view that the applicant under Clause 7 or Clause 8 has qualifications as specified in this Ministerial Regulation, the SEC shall recommend the Minister to make consideration regarding issuance of license within sixty days from the date on which the SEC Office receives complete application and supplementary documents. The Minister shall complete his consideration within thirty days from the date of receiving the SEC’s recommendation.

Securities business license in the category of private fund management shall be in form specified in the SEC’s Notification as published in the Government Gazette.

Clause 11 The licensee to operate securities business in the category of private fund management shall commence securities business operation after the SEC Office, having completed its inspection, is of the view that the licensee has already provided arrangements for its operational system, human resources and working capital promptly for operating securities business in the category of mutual fund management as specified in Clause 3 or Clause 4, as the case may be.

Clause 12 Fees shall be prescribed as follows:

(1) Application fee Baht 50,000

(2) Private fund management license Baht 500,000

The licensee shall pay license fee on the date of obtaining the license.

[Amended by the Ministerial Regulation No.23 (B.E. 2545) promulgated under the Securities and Exchange Act B.E. 2535, dated 31st January B.E. 2545.]

Clause 13 The licensee to undertake securities business in the category private fund management under Ministerial Regulation No. 6 (B.E. 2539) promulgated under the Securities and Exchange Act B.E. 2535 shall pay license fee in accordance with this Ministerial Regulation.

In case where license fee paid by the licensee under the first paragraph for the year this Ministerial Regulation comes into force, exceeds license fee payable under this Ministerial Regulation, the excess shall be deemed as advance payment, either partially or wholly, as the case may be.

Given on the date of 28th August B.E. 2543

Tarrin Nimmanahaeminda

Finance Minister

 ----------------------------------------------------------------

Note: Clause 2 of the Ministerial Regulation No.23 (B.E. 2545) provides that "The licensee to operate securities business in the category of private fund management under the Ministerial Notification No. 15 (B.E. 2543) promulgated under the Securities and Exchange Act B.E. 2535 shall be allowed to proceed with operation of securities business as licensed and shall, within 31st January B.E. 2545, pay the license fee remains unpaid prior to the date on which this Ministerial Regulation comes into force."