-Unofficial translation-
Ministerial Regulation Concerning Approval on Undertaking of Securities Business
in the Cate​gory 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1 The Ministerial Regulation No. 4 (B.E. 2538) promulgated under the Securities and Exchange Act B.E. 2535 is hereby repealed.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 3 [Repeal]


 

Given on the date of the 31st of January B.E. 2545

 

Somkid Jatusripitak
Finance Minister

 

 

 

 
 

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


 

 
 

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.