“company” means a limited company, a public limited company, a limited partnership, a registered ordinary partnership, or other juristic persons.
“parent company” means a company having power to control over another company either directly or indirectly, with the following characteristics:
(1) possessing shares of a company in an amount exceeding fifty percent of the total number of shares sold;
(2) having power to control the majority voting rights in shareholders meeting of a company;
(3) having power to control the appointment or removal of a person with
power of management or at least half of the directors of a company; or
(4) having power to control business in any other manners in accordance with the rule as prescribed in the notification of the Bank of Thailand;
Possessing of shares of a company, either directly or indirectly, in an amount not less than twenty percent of the total number of shares sold shall be presumed to have
power to control over such company unless proven otherwise.
“subsidiary” means:
(1) a company having another company as its parent company; or
(2) a subsidiary of the company under (1) in any step along the line.
“affiliate” means a subsidiary having the same parent company. “person with power of management” means:
(1) a manager, a deputy manager, an assistant manager or an executive director of a financial institution or a company, as the case may be, or any person holding an equivalent position which is called otherwise;
(2) a person, according to an agreement with a financial institution or a company, having partial or full power of management; or
(3) a person having de facto power to control or dominate a manager or a
director, or the management of a financial institution or a company to comply with his order in formulating policy or conducting business of the financial institution or the company.
“executive director” means a director who has a duty on the management of a financial institution or a company in accordance with the rule as prescribed in the notification of the Bank of Thailand.
“related person” means a person having relationship with another person in any of the following characteristics: (1) being a spouse;
(2) being a minor child or an adopted minor child;
(3) being a company which the person or a person under (1) or (2) has the power of management;
(4) being a company which the person or a person under (1) or (2) has power
to control the majority voting rights in shareholder meeting;
(5) being a company which the person or a person under (1) or (2) has power to control the appointment or removal of a director;
(6) being a subsidiary of the company under (3),or (4) or (5); (7) being an affiliate of the company under (3),or (4) or (5);
(8) being a principal, an agent; or
(9) being other persons with characteristics as prescribed in the notification of the Bank of Thailand.
In the case where any person, either directly or indirectly, holds shares of a
company in an amount not less than twenty percent of the total number of shares sold, it shall be presumed that the company is a related person of such person, unless otherwise it could be proven not to be a related person.
“major shareholder” means a person holding or possessing shares of a financial institution in an amount exceeding five percent of the total number of shares sold, provided that shares held by related person shall be included.
“Minister” means the Minister in charge of the enforcement of this Act.
Section 5 Where any business, undertaking in the manner of public fund raising through deposit acceptance or any other means, granting of credits or undertaking financial business, affects the overall economy of the country and there is no specific
law governing such business, the Bank of Thailand may propose for an enactment of a Royal Decree prescribing such business to be subject to the enforcement of this Act, either in whole or in part, including related penalty provisions. In this regard, supervisory regulations of such business may also be prescribed.
Section 6 The public fund raising through selling or distributing of securities under the laws on securities and exchange shall not be subject to the enforcement of this Act.
Section 7 Notification of the Bank of Thailand issued under this Act shall come into force upon publication in the Government Gazette.
Section 8 The Minister of Finance shall be in charge of the enforcement of this Act and shall have the power to issue notifications to implement this Act.
Notifications under the first paragraph shall come into force upon publication in
the Government Gazette.
The Minister may require the Bank of Thailand to submit any report of information obtained from the operations, as prescribed by the Minister. Such report may be submitted periodically or occasionally and may include explanation or
clarification.
Chapter 1
Formation and License Application
Section 9 The commercial banking business, finance business or credit foncier business may be undertaken only by a juristic person in the form of a public limited company, licensed by the Minister with the recommendation of the Bank of Thailand. Such license may be granted with rules as the Minister deems appropriate.
An application for the formation of a public limited company under the laws on public limited company to undertake the business under the first paragraph shall be
subject to prior approval of the Minister.
After registered as a public limited company, such public limited company shall submit a license application in the form as prescribed in the notification of the Bank of Thailand to the Minister through the Bank of Thailand.
The application and issuance of a license shall be in accordance with the rule
and subject to the payment of fees as prescribed by the Minister with the recommendation of the Bank of Thailand.
Section10 A foreign commercial bank may establish a branch to undertake commercial banking business in Thailand under this Act upon being licensed by the Minister with the recommendation of the Bank of Thailand. Such license may be granted with rules as the Minister deems appropriate.
In applying for a license under the first paragraph, the foreign commercial bank shall present a written consent from the supervisory and examination authority of such foreign commercial bank to the Minister through the Bank of Thailand.
The application and issuance of the license under the first paragraph shall be in accordance with the rule and subject to the payment of fees as prescribed by the Minister with the recommendation of the Bank of Thailand.
Section 11 A financial institution shall use a name, as specified in the license, which includes the words “bank”, “finance company” or “credit foncier company” at the beginning of the name as the case may be.
Section 12 No person other than financial institution shall use a name or a name description in financial business of “bank”, “financing”, “financial”, “investment”,
“credit”, “trust”, “finance”, “credit foncier company” or any other words of the same meaning.
The provision under the first paragraph shall not apply to any person permitted by the Bank of Thailand or permitted under other laws.
Section 13 The establishment or change of the location of the head office or branch office, or closure of a branch of a financial institution shall be approved by the Bank of Thailand in accordance with the rule as prescribed in the notification of the Bank of Thailand.
Section 14 The establishment of a financial institution’s representative office outside the Kingdom and the establishment of a representative office of a foreign financial institution in the Kingdom may be made only when permitted by the Bank of Thailand, provided that the Bank of Thailand may prescribe any rule to be complied with.
The representative office under the first paragraph shall not, either directly or indirectly, accept deposits or money from the public subject to withdrawal on demand or at the end of a specified period.
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