-Unofficial translation-
Ministerial Regulation No.11 (B.E. 2541)
Promulgate​d under the Securities and Exchange Act B.E. 2535

 
 


 

 

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


Clause 1 In this Ministerial Regulation: "company" means limited company or public limited company; "securities company" means company granted securities business license regardless of whether it has obtained finance business license but shall not include a company granted securities business license in the category of mutual fund management and financial institution; "financial institution" means finance company or commercial bank granted securities business license subsequent to its operation as finance company or commercial bank; "finance company" means finance company in accordance with Undertaking Finance, Securities, and Credit Foncier Businesses Act; “credit foncier company”** means credit foncier company in accordance with Undertaking Finance, Securities, and Credit Foncier Businesses Act; “commercial bank” means commercial bank in accordance with Commercial Banking Act; "parent company" means company established as a result of amalgamation in accordance with Chapter 1 hereunder and shall be the shareholder of subsidiary company at the time of establishment; "subsidiary company" means company established to apply for securities business license; provided that, as of its establishment, the parent company holds its shares not less than ninety-nine percent of the total number of shares sold; "SEC Office" means The Office of the Securities and Exchange Commission.

 

 
Clause 2** This Ministerial Regulation shall be applicable to the application and issuance of securities business license for the company that:
(1) is established as a result of amalgamation of securities companies;
(2) is established as a result of amalgamation of financial institutions or the company established as a result of amalgamation of financial institution and securities company, or finance company, or credit foncier company or commercial bank;
(3) is subsidiary company;
(4) is securities company acquiring the business of another securities company;
(5) accepts transfer, from financial institution, of assets and liabilities in relation to securities business.

 

 
Clause 3 Any entity intending to file an application hereunder shall file the application with the SEC Office in forms, procedure, and supplementary documents as specified by the SEC.

 

 
Clause 4 The SEC shall complete its consideration on the application filed hereunder within ninety days after the date on which the SEC Office receives the complete application and supplementary documents.
 
If the SEC considers that the applicant is qualified under this Ministerial Regulation and advices the Minister that it is proper to grant and issue the securities business license, the Minister shall complete his consideration thereon within thirty days after the date of receiving the SEC’s advice.
 
 
 
Clause 5 The securities business license issued by the Minister hereunder shall be in form specified by the SEC.

 

 
Clause 6 Any company obtaining the securities business license issued by the Minister hereunder shall undertake the securities business in the licensed category in compliance with the SEC’s Notifications and the SEC Office’s Notifications applicable to such business.
 
 
 
 
Chapter 1
Issuance of Securities Business License to Company Established as a Result of Amalgamation of Securities Companies
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Clause 7 When one securities company intends to amalgamate with the other, if [the securities companies] also intend that the company to be established as a result of amalgamation to continue undertaking the securities business in the category licensed to the securities companies at the time of filing the application for approval on amalgamation, [the securities companies] shall file the application therefor together with the application for the company to be established as a result of amalgamation to undertake the securities business.
 
The applicant shall demonstrate details on plan of establishment and operation of the company to be established as a result of amalgamation.

 
For the amalgamation under the first paragraph, if one of the securities companies obtaining finance business license, the finance company may be amalgamated therewith.

 
Approval on the application in accordance with the first paragraph shall be granted only when the applicant can demonstrate that:
(1) the shareholders’ meeting of each company has approved the amalgamation;
(2) the company to be established as a result of amalgamated shall be capable of undertaking securities business in the applying category efficiently and in compliance with the SEC’s Notifications and the SEC Office’s Notifications applicable to such business;
(3) the company to be established as a result of amalgamation shall be capable of maintaining net liquid capital as of the date on which the securities business license becomes is effective at the rate not less than that specified by the SEC.

 
Clause 8 Where the Minister upon the SEC’s recommendation approves the application for approval of amalgamation of the companies under Clause 7, the Minister upon the SEC’s recommendation shall issue the securities business license to the company to be established as a result of amalgamation; provided that the following criteria shall also be satisfied:
(1) the companies under Clause 7 shall consummate the amalgamation and register the establishment of the new company within the period specified in the Civil Commercial Code or the Public Limited Company Act, as the case may be;
(2) the securities business license issued to the company to be established as a result of amalgamation shall become effective from the date on which the registration of the new company is complete with the condition specified upon the approval of amalgamation, except where it is subsequently evident that the condition so specified has inappropriate enforcement, the Minister upon the SEC’s recommendation may give a waiver or specify otherwise.

 
Where the amalgamation is not consummated or the new company is not registered within the period specified under sub-clause (1), the Minister’s approval shall be terminated, except where the Minister upon the SEC’s recommendation gives a waiver or specifies otherwise.

 
Clause 9 When the company to be established as a result of amalgamation under this Chapter obtains the securities business license, any change in shareholding structure that causes any person to be the shareholder either directly or indirectly exceeding ten percent of the total number of shares with voting right of such company shall be approved by the SEC Office in accordance with rules, conditions, and procedure specified by the SEC.

 
 
 
Chapter 2
Issuance or Securities Business License to Company to be Established as a Result of Amalgamation of Financial Institutions
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Clause 10** When the financial institutions or the financial institution and the securities company, or the finance company, or the credit foncier company or the commercial bank intends to amalgamate with the other entity, if [such entities] have filed the application for approval with the regulator empowered to grant such approval by the provisions of law supervising the undertaking of such financial institutions’ businesses, and [such entities] also intend that the company to be established as a result of amalgamation to continue undertaking the securities business in the category licensed to the financial institutions at the time of filing the application for approval of amalgamation,[financial institutions] shall file the application there for together with the application for the company to be established as a result of amalgamation to undertake the securities business hereunder.

 
Approval on the application in accordance with the first paragraph shall be granted only when the applicant has been approved by the regulator empowered to approve the amalgamation of financial institutions and the following criteria shall also be satisfied:
(1) the shareholders’ meeting of each company has approved the amalgamation;
(2) the company to be established as a result of amalgamation shall be capable of undertaking securities business in the applying category efficiently and in compliance with the SEC’s Notifications and the SEC Office’s Notifications applicable to such business;

 
Clause 11 The provision of Clause 1 of Chapter 1 shall, mutatis mutandis, applicable to the issuance of the [securities business] license under this Chapter.

 
 
Chapter 3
Issuance of Securities Business License to Subsidiary Company
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Clause 12 Where the applicant under Chapter 1 hereunder intends to establish one or more subsidiary companies for the purpose of applying for the securities business license in number and categories of business licenses not exceeding those possessed by each securities company at the time of filing the application for approval on amalgamation minus number and categories of business licenses appliedby the applicant under Chapter 1 to issue to the company to be established as a result of amalgamation, the applicant shall file the application for approval of establishment of each subsidiary company together with the application for approval of amalgamation under Chapter 1. In this regard, the applicant shall demonstrate details on plan of establishment and operation of the subsidiary company to be established.

 
Approval of the application in accordance with the first paragraph shall be granted when the Minister upon the SEC’s recommendation approves the application for approval on amalgamation and the applicant can demonstrate that-
(1) the subsidiary company has clear objective and plan of business operation;
(2) the subsidiary company shall be capable of undertaking securities business in the applying category efficiently and in compliance with the SEC’s Notifications and the SEC Office’s Notifications applicable to such business;
(3) the subsidiary company shall be capable of maintaining net liquid capital as of the date on which the securities business license becomes effective at the level not less than the rate specified by the SEC;
(4) the person to be the shareholder in the amount exceeding ten percent of the total number of shares with voting right of the subsidiary company when [the subsidiary company] obtains the securities business license does not have disqualified characters specified in Clause 13.

 
Clause 13 Where the applicant has determined or agreed in advance to allow the parent company, entity, or individual to be the shareholder in the subsidiary company either directly or indirectly in the amount exceeding ten percent of the total number of shares with voting right, when the subsidiary company has obtained the securities business license, the applicant shall demonstrate that such person or entity:
(1) for the parent company:
   (a) within five years prior to the date of filing the application, each entity filing the application does not have tainted history or undertake any business fraudulently or indicating lack of responsibility or caution, or reflecting unfair or incredible manner, except where it is proper, the Minister upon the SEC’s recommendation may give a waiver of such disqualified characters to such person or entity;
   (b) chairman, director, and manager of each entity filing the application shall
      1. not have the disqualified characters under (a), mutatis mutandis;
      2. not have financial condition which may cause damage, or have any other behavior indicating unsound financial condition;
      3. within ten years prior to the date of filing the application, such person has never been sentenced to imprisonment by the final judgment in the offense relating to property committed dishonestly;
      4. within five years prior to the date of filing the application, such person has never been removed from the positions of chairman, director, manager, or person empowered to manage the securities company pursuant to Securities and Exchange Act, the finance company, or the commercial bank by the regulators;
      5. within five years prior to the date of filing the application, such person has never been chairman, director, manager, or person empowered to manage the securities company pursuant to Securities and Exchange Act, the finance company, or the commercial bank whose license was revoked or suspended, or whose business was under control, except where it is proper, the Minister upon the SEC’s recommendation may give a waiver of such disqualified characters to such person;
(2) for the entity, [such entity shall]:
   (a) not have financial condition which may cause damage, or have any other behavior indicating unsound financial condition;
   (b) not have the disqualified characters under (1)(a) and (b), mutatis mutandis;
(3) for individual, [such individual] shall not have the disqualified characters under (1)(b), mutatis mutandis.
 

Clause 14 If the Minister upon the SEC’s recommendation approves the application for establishment of the subsidiary company, such approval shall become effective from the date on which the registration of new company is complete.
 

When the Minister’s approval becomes effective, the parent company shall establish the subsidiary company as approved. If the subsidiary company has been established, it shall file the application for the securities business license.
 

The securities business license issued to the subsidiary company shall be conditions as specified by the Minister upon the SEC’s recommendation upon the approval thereof, except where it is subsequently evident that the condition so specified has inappropriate enforcement, the Minister upon the SEC’s recommendation may give a waiver or specify otherwise.
 

If the parent company does not establish the subsidiary company or the subsidiary company does not file the application for the securities business license within six months after the date on which the Minister’s approval becomes effective, the Minister’s approval shall be terminated, except where the Minister upon the SEC’s recommendation gives a waiver or specifies otherwise.
 

Clause 15 Consideration for the issuance of the securities business license in the category of mutual fund management to the subsidiary company shall be carried out only when the subsidiary company has applied for the securities business license in other categories altogether under this Chapter; provided that the securities business license for such categories shall be issued by the Minister upon the SEC’s recommendation.
 

Clause 16 The provision of Clause 9 of Chapter 1 shall, mutatis mutandis, be applicable to the subsidiary company obtaining the securities business license under this Chapter.

 
The provision of the first paragraph, however, shall not be applicable to the change of shareholding structure of the subsidiary company when it [the subsidiary company] obtains the securities business license according to the application for approval of establishment of the subsidiary company under Clause 12(4), except where such entity has any disqualified characters under Clause 13 subsequent to the filing of the application for approval on establishment of the subsidiary company under Clause 12.
 

Clause 17 Any securities companies acquires another securities company by means of purchasing such another company’s shares in the amount of seventy – five percent or more of the total number of shares with voting right may apply for the approval on transfer of any of the securities business licenses of the acquired securities company. In this regard, the acquiring securities company shall file the application for the securities business licenses in the categories to be transferred and the acquired securities company shall, in the meantime, file the application for approval of revocation of undertaking the securities businesses to be transferred.
 

Approval under the first paragraph shall be granted only when the applicant can demonstrate that-
(1) the shareholders’ meeting of the acquired securities company has approved the company to apply for approval of revocation of undertaking the securities businesses; provided that such resolution shall not be dissented by the shareholders exceeding ten percent of the total number of shares with voting right;
(2) the acquiring securities company has purchased or agreed in advance to purchase the acquired securities company relating to the securities business in the transferring category in the aggregated amount of not less than ninety percent of the transferable assets within three months after the date on which the securities business license issued to the acquiring securities company becomes effective;
(3) the acquiring company can demonstrate that it shall be capable of undertaking securities business in the applying category efficiently and in compliance with the SEC’s Notifications and the SEC Office’s Notifications applicable to such business.

Clause 18 Where the Minister considers to issue the securities business license to the acquiring securities company upon the SEC’s recommendation, such license shall become effective on the same date as that on which the acquired securities company’s securities business license is revoked.
 

Clause 19 When the securities business license issued to the acquiring securities company has become effective, such acquiring securities company shall purchase the acquired securities company’s assets relating to the securities business in the transferring category as stated in the application for approval of the securities business license under sub-clause (2) of the second paragraph of Clause 17, except where the Minister upon the SEC’s recommendation gives a waiver or specifies otherwise.

 
Clause 20 The provision of Clause 9 of Chapter 1 shall, mutatis mutandis, be applicable to the securities company obtaining the securities business license under this Chapter.

 
Clause 21 The securities company obtaining the securities business license under this Chapter shall be eligible to dispose the acquired securities company’s shares either directly or indirectly in the amount exceeding ten percent of the total number of shares with voting right only when the SEC Office grants its approval in accordance with rules, conditions, and procedures specified by the SEC.

 
 
 
Chapter 4/1**
Issuance of Securities Business License to Company Accepting Transfer of Assets and Liabilities in Relation to Securities Business from Financial Institution
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Clause 21/1 Where the financial institutions intend to transfer assets and liabilities between one another or financial institution and finance company or credit foncier company, or commercial bank intend to transfer assets and liabilities between one another with a view to complying with financial institution development plan and such transfer has been approved by the Minister, if [such entities] also intend that the company which is to accept transfer assets and liabilities to continue undertaking the securities business in the category licensed to the financial institution which is to be the transferor at the time of obtaining the approval,[the transferor] shall file the application for undertaking securities business for the company which is to be the transferee, together with the application to discontinue operation of securities business.

 
Approval of the application in accordance with the first paragraph shall be granted when the applicant can demonstrate that-
(1) the shareholders’ meeting of the financial institution intending to transfer assets and liabilities in relation to securities business has passed the resolution approving the discontinuing operation of securities business, provided that there are no vote of dissenting shareholders with more than ten percent of total number of shares with voting right of such company;
(2) the company which accepts transfer of assets and liabilities from the financial institution in relation to securities business in the applying category in the aggregate amount not less than ninety percent of transferable assets and liabilities; and
(3) the company which accepts transfer of assets and liabilities from the financial institution shall be capable of undertaking securities business in the applying category efficiently and in compliance with the SEC’s Notifications as well as the SEC Office’s Notifications applicable to such business.

 
Clause 22/2 Where the financial institution which is commercial bank intends to transfer assets and liabilities to a newly established company for the purpose of applying for an establishment of commercial bank in accordance with financial development plan and has been approved by the Minister for establishment of commercial bank, if [such commercial bank] also intends that the company which is to accept transfer assets and liabilities to continue undertaking the securities business in the category licensed to the financial institution which is to be the transferor at the time of obtaining the approval,[the transferor] shall file the application for undertaking securities business for the company which is to be the transferee, together with the application to discontinue operation of securities business.

 
Approval of the application in accordance with the first paragraph shall be granted when the applicant can demonstrate that-
(1) the company which is to accept transfer of assets and liabilities from the financial institution has obtained commercial bank business license;
(2) the company which accepts transfer of assets and liabilities from the financial institution in relation to securities business in the applying category in the aggregate amount not less than ninety percent of transferable assets and liabilities; and
(3) the company which accepts transfer of assets and liabilities from the financial institution shall be capable of undertaking securities business in the applying category efficiently and in compliance with the SEC’s Notifications as well as the SEC Office’s Notifications applicable to such business.

 
Chapter 5
Fees
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Clause 22** [Repealed]
Clause 23* The company obtaining securities business license under this Ministerial Regulation shall not be required to pay any fee therefor.

 

Clause 24* [Repealed]

 

 
Given on the date of 17th July B.E. 2541
 
Tarrin Nimmanhaeminda
Finance Minister
 
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Note :
(1) The Ministerial Regulation No.22 (B.E. 2545) promulgated under the Securities and Exchange Act B.E. 2535 "Clause 3 The company obtaining securities business under Chapter 1 or 2 of the Ministerial Regulation No. 11 (B.E. 2541) promulgated under the Securities and Exchange Act B.E. 2535 shall be liable for securities business license fee remains unpaid by one or more amalgamated companies.

 

 

 
The securities company obtaining securities business license under Chapter 4 of the Ministerial Regulation No. 11 (B.E. 2541) promulgated under the Securities and Exchange Act 2535 shall be liable for securities business license remains unpaid by the acquired securities company. In both cases, the said companies shall make the full payment of the fee within the date of obtaining the securities business license except where the SEC grants a waiver and specifies the schedule of payment otherwise.
 
(2) “*” indicates amendment or repeal by the Ministerial Regulation No.22 (B.E. 2545) promulgated under the Securities and Exchange Act B.E. 2535, dated 31st January B.E. 2545.

 

(3) “**” indicates addition, amendment or repeal by the Ministerial Regulation No. 24 (B.E. 2550) promulgated under the Securities and Exchange Act B.E. 2535, dated 28th September B.E. 2550.


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.​