-Unofficial
translation-
Ministerial Regulation Concerning Approval on Undertaking of
Securities Business
in the Category of Mutual Fund Management B.E. 2545 (As
amended)
By virtue of Section 7 and the fourth
paragraph of Section 90 of the Securities and Exchange Act B.E. 2535, which is
an Act containing provision in relation to restrictions of rights and liberties
of persons, in respect of which Section 29, in conjunction with Section 35,
Section 36, Section 45, Section 48 and Section 50 of the Constitution of the
Kingdom of Thailand allowed to be done by virtue of provisions of law, the
Finance Minister prescribes the Ministerial Regulation as follows-
Clause
1 The Ministerial Regulation No.
4 (B.E. 2538) promulgated under the Securities and Exchange Act B.E. 2535 is
hereby repealed.
Clause
2 Person intending to apply for operate securities business
license in the category of mutual fund management shall be limited company or
public limited company which is newly established for operating securities
business in the said category mutual fund management under this Ministerial
Regulation.
Clause
3 Limited company or public limited company newly established
for operating securities business in the category of mutual fund management
shall-
(1)
have a paid-up registered capital not less than the amount specified in the
SEC’s Notification;
(2) 1 have the following shareholder or shareholders held its
shares not less than fifty percent of total shares sold:
(a)
commercial bank under law on commercial banking;
(b) finance company under law on
undertakings of finance business, securities business and credit foncier
business;
(c) securities company under law on securities and exchange but not
include securities company licensed to undertake securities business in the
category of mutual fund management;
(d) life insurance company under law
on life insurance;
(e) financial institution or legal entity established
under specific law as specified by the SEC; or
(f) limited company or public limited
company holding shares of any of legal entity under (a), (b), (c), (d) or (e)
not less than fifty one percent of total shares sold of such legal entity;
(3) 2 have
objectives to operate securities business in the category as applying for
license and other activities as permitted by the SEC;
(4) be able to show that its operational
system will be prompt for operating securities business in the category of
mutual fund management;
(5) be able to show that its human resource will be prompt
and adequate with a view to responsibility for mutual fund
management.
Clause
4 Any person holding more than ten percent of total shares sold
of newly established limited company or public limited company under Clause 3
shall-
(1)
not have financial condition that is likely to cause damage or have any other
circumstances showing the holder’s financial hardship;
(2) 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;
(3)
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; In case
where shareholder under the first paragraph is a legal entity, its director or
manager shall also have the qualifications specified under Sub-clause (2) and
(3). In case where shareholder under the first paragraph is a commercial bank
under law on undertaking of finance business, securities business and credit
foncier business, a securities company under law on securities and exchange, a
life insurance company under law on life insurance, a non-life insurance company
under law on non-life insurance or a finance institution established under
specific law, it shall maintain its capital fund and make provision according to
criteria specified by law controlling business operation of such legal
entity.
Clause
5 Any person intends to establish a limited company or public
limited company for operating securities business in the category of mutual fund
management shall submit an application for approval of establishing such a
limited company or public limited company for operating securities business in
the category of mutual fund management to the SEC Office within the period of
time, in form and together with supplementary documents as specified by the
SEC’s Notification.
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 ninety 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 mutual 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 mutual 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 and filed together with supplementary documents as specified in the
SEC’s Notification. In case where the approved person fails to establish new
limited company or public limited company or fails to submit the application for
license within the period of time specified under the first paragraph, such
approval shall be terminated.
Clause
8 In connection with applying for securities business license in
the category of mutual 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
9 In case where the SEC is of the view that the applicant under
Clause 7 has qualifications as specified in this Ministerial Regulation, the SEC
shall recommend the Minister to make consideration regarding issuance of license
within thirty 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 mutual fund
management shall be in form specified in the SEC’s Notification.
Clause
10 The licensee to operate
securities business in the category of mutual 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 and human resources promptly for operating securities
business in the category of mutual fund management as specified in Clause
3.
Clause
11 The licensee to operate securities business in the category
of mutual fund management shall maintain its shareholding proportion as
specified in Clause 3(2) not less than five years from the date of obtaining
ecurities business license the category of mutual fund management. In case where
it is necessary and expedient, the Minister upon the SEC’s recommendation may
give the licensee a waiver to undertake otherwise.
Clause
12 Fees shall be prescribed as follows:
(1) application
for securities business license in the category of mutual fund management Baht
50,000
(2)
securities business license in the category of mutual fund management Baht
1,000,000
The
licensee shall pay license fee on the date of obtaining the license.
Clause
13 The licensee to operate
securities business in the category of mutual fund management under the
Ministerial Notification No. 4 (B.E. 2538) promulgated under the Securities
and Exchange Act B.E. 2535 shall be allowed to continue the operation of
securities business as licensed once the license fee for the year in which this
Ministerial Regulation comes into force has been paid,
provided that
the licensee shall not have to pay annual license fee afterwords.
Clause 14 [Repeal] 3
Given on the date of the 31st of January
B.E. 2545
Somkid Jatusripitak
Finance
Minister
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1 Amended by the Ministerial Regulation
Concerning Approval on Undertaking of Securities Business in the Category of
Mutual Fund Management (No.2) B.E. 2547 promulgated under the Securities and
Exchange Act B.E. 2535, dated 10th August B.E. 2547.
2 Amended by the Ministerial Regulation
Concerning Approval on Undertaking of Securities Business in the Category of
Mutual Fund Management (No.2) B.E. 2547 promulgated under the Securities and
Exchange Act B.E. 2535, dated 10th August B.E. 2547
3 Amended by the Ministerial Regulation
Concerning Approval on Undertaking of Securities Business in the Category of
Mutual Fund Management (No.2) B.E. 2547 promulgated under the Securities and
Exchange Act B.E. 2535, dated 10th August B.E. 2547
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This English version is prepared by
Legal Department with the sole purpose of facilitating the comprehension of
foreign participants in the SEC’s rules and regulations and shall not in any
event be construed or interpreted as having effect in substitution for or
supplementary to the Thai version thereof.
Please note that the translation has not
been subjected to an official review by the SEC Office. The SEC Office,
accordingly, cannot undertake any responsibility for its accuracy, nor be held
liable for any loss or damages arising out of or in connection with its
use.