-Unofficial translation-
​The Notification of the Ministry of Finance
Re: Prescription of Conditions for Securities Company to Apply for
Approval of Person to be Major Shareholder (as amended)
 
 
 


Whereas undertaking of securities business requires license granted by Finance Minister and whereas qualification and properness of major shareholder of a legal entity app​lying for securities business license are amongst the significant factors for consideration on granting securities business license. In order to protect public interest, and to enable the government to supervise legal entity obtaining securities business license to maintain [its qualifications] in term of having major shareholder who is trustworthy and proper to the public and undertaking of securities business, thus, by virtue of Section 91 of the Securities and Exchange Act B.E. 2535, the SEC hereby prescribes the following conditions with which legal entity obtaining securities business license is required to observe:

 

 

Clause 1 In this Notification:

"securities company"1 means any legal entity obtaining the license to undertake securities business which is not:

 

(1) any legal entity supervised by any other governmental agencies before obtaining securities business license;

 

any legal entity company obtaining securities business license in any other categories exempted by the SEC’s Notification on the ground that the major shareholder’s qualifications will not affect trustworthiness in regard of undertaking such securities businesses;

"major shareholder" means any person directly or indirectly holds shares of securities company exceeding ten percent of voting shares of such company;

"financial institution" means any financial institution in accordance with law on interest on loan granted by financial institution;

"SEC Office" means the Office of the SEC.

 
 

Clause 2 No securities company shall allow any person to have control over its administration or management except for exercise of shareholder’s right in shareholder meeting or management under agreement approved by the SEC Office in accordance with Section 104 of the Securities and Exchange Act B.E. 2535.

 
 

Clause 3 Securities company shall file with the SEC Office an application for approval of person to be a major shareholder in accordance with the form specified by the SEC Office as follows:

 

       (1) in case where any person would be major shareholder because company increased its capital, securities company shall file an application for approval prior to the date on which securities company sells shares issued for the purpose of increasing its capital causing such person to be major shareholder;

 

       (2) in case other than (1), securities company shall file an application for approval within fourteen days from the date on which securities company knows or should have known that there is major shareholder not obtaining approval from the SEC Office.

 

 

Clause 4 2 Subject to Clause 5 and Clause 6, person eligible to obtain the SEC Office’s approval to be major shareholder of securities company shall not have the following disqualified characters:

 

       (1) has been named by the Stock Exchange of Thailand as a disqualified person to serve as the executives of listed company;

 

       (2) has been tried in any criminal proceedings instituted by the authority in accordance with law on securities and exchange, in the offences of unfair securities trading practices, or fraudulent or dishonest management;

 

       (3) has been tried in any criminal proceedings instituted by the authorities in accordance with law on protection and suppression of money laundering;

 

       (4) was convicted by the court’s final judgment on the offences relating to property committed with dishonest intent;

 

       (5) was convicted or fined on any count of offenses as specified in (2) or (3);

 

       (6) was fired, discharged, or given a notice to resign from the position as a result of dishonest acts;

 

       (7) has been removed from the position of chairman, director, or manager on accordance with Section 144 or Section 145 of the Securities and Exchange Act B.E. 2535;

 

       (8) has worked in the manner likely to be dishonest;

 

       (9) made any material false statement or acted knowingly to conceal any material which should have been expressly disclosed [in order to make such statement not misleading], in applying for approval to be the major shareholder of the securities company or in any other report required to be filed with the SEC Office or SEC;

 

       (10) has worked in the manner indicating lack of ethic or standard in undertaking financial institution business or for professionals engaging in financial business;

 

       (11) has been suspended the business operation by the Thai or foreign authorities empowered to supervise financial business or has been barred from serving as executive or being major shareholder of regulated legal entity;

 

       (12) has been revoked the business undertaking by the Thai or foreign authorities empowered to supervise financial business or has been barred from serving as the executive or the major shareholder of the supervised legal entity and, at present, has not been permitted to undertake the business or to serve as the executive or to be the major shareholder of regulated legal entity;

 

       (13) has disqualified characters as prescribed by the Thai or foreign authorities empowered to supervise financial business which prohibiting this person from undertaking the business or serving as executive or being major shareholder of regulated legal entity.

 

Where person in the first paragraph is a legal entity, directors or partners of such legal entity shall not have the disqualified characters as specified in (1) to (13).

 

 

 

Clause 53 Where person to be major shareholder in the securities company having disqualified characters in accordance with Clause 4(4), (5),(6),(7),(8),(9), or (10), the SEC Office shall be empowered to specify the period of time or conditions to bar such person from being major shareholder of securities company; provided that severity of such person's behavior shall be taken into account. Further, the specified so period shall not be longer than five years from the date on which such person is released from punishment passed by the judgment, the Settlement Committee orders such person to pay fine, or the authorities empowered to supervise and consider such person's behavior passes its consideration.

 

Provision of the first paragraph shall, mutatis mutandis, be applicable to major shareholder of securities company subsequently having disqualified characters in accordance with Clause 4(4),(5),(6),(7),(8),(9) or (10).

 

Factors, which may be taken into account in considering severity of behavior in accordance with the first paragraph, shall be specified by the SEC Office's Notification.

 

 

Clause 6 4 Where fact concerning any person's behavior in scope specified in Clause 4(4),(5),(6),(7),(8),(9) or (10) and severity of such person's behavior, having considered by conditions specified by the SEC Office in accordance with Clause 5, is in the category which bars such person from being major shareholder of securities company for the maximum period of less than one year, the SEC Office may deem such person's behavior not the disqualified characters specified in Clause 4, if there is no reasonable ground to believe that there would adversely affect public interest or lead to lack of investor's confidence to securities business industry.

 

 

 

Clause 7 Securities company having major shareholder with disqualified characters specified in Clause 4, shall, in writing, notify the SEC Office of such fact within fourteen days from the date on which the aforementioned disqualified characters is realized or should have been realized.

 

Where fact indicating that approved major shareholder of securities company has disqualified characters in accordance with Clause 4 appears afterwards, the SEC Office shall be empowered to revoke its approval thereof.

 

 

Clause 8 In case where any person is barred from being major shareholder of securities company because such person has disqualified characters in accordance with Clause 4(4),(5),(6),(7),(8),(9) or (10), the SEC office shall not, after the period specified in Clause 5, or the case has already complied with the conditions specified in Clause 5, take into account the aforementioned disqualified characters use to bar such person from being major shareholder of securities company.

 

 

 

Clause 9 Where it is evident that any securities company has major shareholder not approved either by disqualified characters in accordance with Clause 4 or by revocation of approval in accordance with Clause 7, such securities company shall rectify such matter within ninety days from the date on which it is notified of such matter by the SEC Office. If such securities company fails to rectify such matter within the aforementioned period, the SEC shall be empowered to order such securities company not to expand its business or suspend its business either wholly or partially until the said securities company rectifies such matter. In this juncture, the SEC may also order the securities company to undertake any step for the purpose of maintaining clearing and settlement system, or protecting and preserving benefit of customer.

 

 

 

Clause 10 Provisions of Clause 3 and Clause 4 shall not be applicable to shareholding by major shareholder existing prior to the date on which this Notification comes into force.

 

Where person in accordance with the first paragraph, on or after the date in which this Notification comes into force; [(i)] remains major shareholder; [(ii)] acquires or is to acquire shares of securities company; and [(iii)] if acquisition is not a consequence of exercise of shareholder's right to purchase shares issued for increase of capital proportionate to his holding (right issue), securities company shall, mutatis mutandis, comply with Clause 3 or Clause 7.

 
 
 

Clause 11 This Notification shall come into force on the following date of its publication in the Government Gazette.

 

 

 

 

 

Give on the date of 23th February B.E. 2543

 
 

Tarrin Nimmanhaeminda 

Finance Minist

 

 

 
 

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1Amended by the Notification of the Ministry of Finance Re: Prescription of the Conditions for the Securities Company to apply

for an Approval of the Person to be the Major Shareholder (No.2) dated 4th April B.E. 2002.​

 

2 Amended by the Notification of the Ministry of Finance Re: Prescription of Conditions for Securities Company to Apply

for Approval of Person to be Major Shareholder (No.2) dated 4th April B.E. 2002.

 

3 Amended by the Notification of the Ministry of Finance Re: Prescription of the Conditions for the Securities Company to Apply

for an Approval of the Person to be the Major Shareholder (No.2) dated 4th April B.E. 2002.

 

4 Amended by The Notification of the Ministry of Finance Re: Prescription of the Conditions for the Securities Company to Apply
for an Approval of the Person to be the Major Shareholder (No.2) dated 4th April B.E. 2002.

 

 

 

  
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.​​