Section 70 In the case where the auditor has reasonable ground to suspect that there is a fraudulent act in any financial institution, the auditor shall promptly notify the Bank of Thailand and submit relevant document or evidence to the Bank of Thailand.

Section 71 The Bank of Thailand may require a financial institution, parent company, subsidiary affiliate or company within the financial business group of such financial institution to submit report or information in any means of media, or present any document periodically or occasionally as prescribed by the Bank of Thailand, as well as to require an explanation to clarify or amplify such report, information or document in accordance with the rule as prescribed in the notification of the Bank of Thailand.

The Bank of Thailand may order the financial institution to have its director, manager, officer, employee, person with power of management or auditor to testify or present information, account, document and other evidences related to the business of the financial institution within a specified period.

The financial statement, report, information, document or explanation submitted or presented under the first and second paragraph shall be complete and correct. In the case where the Bank of Thailand deems that the financial statement, report, information, document or explanation submitted or presented by a financial institution under the first paragraph are incomplete or ambiguous, or in the case where it deems necessary or appropriate, the Bank of Thailand shall have the power to appoint an auditor or specialist to conduct an examination and report the result thereof to the Bank of Thailand at the expense of such financial institution.

Division 9
Merger, Transfer and Dissolution

Section 72 Merger of any financial institution with other financial institutions shall result in the cancellation of the license of such financial institution.

Section 73 In the case where any financial institution intends to merge with other financial institutions or transfer or acquire the whole or an essential part of business to or from other financial institutions, or in the case where any financial institution or major shareholder of any financial institution intends to purchase or possess shares in other financial institutions , whether it is the same type or different type of financial institution, in order to merge or transfer or acquire business which shall result in the condition and the operation of the financial institution becoming more stable, the financial institution or the major shareholder of a financial institution, as the case may be, shall propose a project with operational details to the Bank of Thailand.

Upon approval, the Bank of Thailand shall issue a notification of such approval, and may also prescribe the implementation period and any rules therein.

In the implementation of the approved project under the first paragraph, if the relevant financial institution finds it necessary to take any actions related to the following provisions, these provisions shall not apply, as the case may be:
(1) Sections 237, Section 1117, Section 1119, Section 1145, Section 1185, Section 1220, Section 1222, Section 1224, Section 1225, Section 1226, Section 1238 and Section 1240 of the Civil and Commercial Code;
(2) Section 31, the second paragraph of Section 33 , Section 52, the second paragraph of Section 54, Sections 102, Section 107, Section 136 (2), Section 137, Section 139, Section 140, Section 141, Section 146, Section 147, and Section 148 of the Public
Limited Company Act B.E. 2535;
(3) Section 114 and Section 115 of the Bankruptcy Act B.E. 2483, only the part that is relevant to the transfer of properties or any act done in relation to the properties due to the merger or acquisition.

In the implementation under the second paragraph, in the case where any damage occurs to any person, the merging financial institutions or the acquiring financial institutions, whether in whole or in part, shall be jointly liable to compensate for such damages.

Section 74 Upon the announcement of the approval of the Bank of Thailand in accordance with Section 73, financial institutions which are to merge, transfer or acquire in whole or in part of the business shall make arrangement to hold a shareholder meeting to consider the merger, transfer or acquisition of business. In such event, provisions related to shareholder meeting for the merger, transfer or acquisition of business under the Civil and Commercial Code or the laws on public limited company, as the case may be, shall not apply.

For the shareholder meeting under the first paragraph, such financial institutions shall cease to accept registration of share transfers after seven days from the date of announcement of the approval of the Bank of Thailand in accordance with Section 73, until the date of the shareholder meeting and shall call a shareholder meeting. The appointment notice of the shareholder meeting shall be delivered to the shareholders for acknowledgement at least seven days but not more than fourteen days in advance. In this regard, the notice of the shareholder meeting shall be published in accordance with the rule as prescribed in the notification of the Bank of Thailand.

In the meeting, if there are affirmative votes not less than three quarters of the number of votes of the shareholders attending the meeting, such merger, transfer or acquisition of the business shall be deemed lawful.

In the case where a government agency or a state enterprise possesses shares in the amount of ninety percent or more in any financial institution, once the approval of the Bank of Thailand is announced in accordance with Section 73, such approval shall be deemed as the resolution of the shareholder meeting. In this respect, such merger, transfer or acquisition of the business shall be deemed lawful without having to make arrangement to hold a shareholder meeting under the first paragraph.

No person shall file a bankruptcy lawsuit against the financial institution under Section 73 during the process of merger, transfer or acquisition of the business in accordance with the approval announced by the Bank of Thailand under Section 73.

Section 75 With regard to the financial institution proceeding in accordance with the first paragraph of Section 73, if there is a transfer of assets with collateral other than the right of mortgage, the right of pledge or other rights arising from guarantee which shall be passed to the transferee in accordance with Section 305 of the Civil and Commercial Code, such other collaterals shall be passed to the merging or acquiring financial institution, as the case may be.

Section 76 With regard to the financial institution proceeding in accordance with the first paragraph of Section 73, if there is a lawsuit to enforce claims pending in the Court, the merging or acquiring financial institution, as the case may be, shall subrogate the right as the litigants in the case and may adduce new evidence to object previously submitted document, cross-examine witness already heard and raise objection on evidence already adduced. In the case where the judgment has been rendered, such financial institution shall subrogate the rights as the judgment creditor or debtor.

Section 77 The transfer of the business, in whole or in part, with the approval of the Bank of Thailand shall proceed in accordance with this Division. In this regard, transfer of claims pertaining to such transfer of business does not necessitate the giving of notice to debtors as prescribed in Section 306 of the Civil and Commercial Code and shall not prejudice the rights of debtors to set up a defense in accordance with the second paragraph of Section 308 of the Civil and Commercial Code.

Section 78 Any financial institution intending to dissolve or suspend its operation shall be granted prior approval from the Bank of Thailand in accordance with the rule as prescribed in the notification of the Bank of Thailand.

Section 79 The Bank of Thailand, upon granting approval in accordance with this Division, shall report to the Minister of Finance without delay.

Division 10
General Supervision

Section 80 No financial institution shall:

(1) reduce its capital without an approval of the Bank of Thailand. Such approval may be granted with rule on the capital reduction. In this regard, Section 1117, Section 1225 and Section 1226 of the Civil and Commercial Code and the first paragraph
of Section 139 and Section 141 of the Public Limited Company B.E. 2535, as the case may be, shall not apply;
(2) purchase or hold immovable property except for:

(a) those used as premises for the business of the financial institution or as places of residence or welfare facility for its officers and employees as appropriate upon the approval of the Bank of Thailand which rule may be prescribed thereto;
(b) those acquired as a result of a debt settlement, a guarantee in respect of credit granting or the purchase of an immovable property mortgaged to the financial institution at an auction conducted pursuant to an order of a court or an official receiver, but such immovable property shall be disposed within five years from the date of passing of ownership of such immovable property to the financial institution and in the case where it deems necessary, the Bank of Thailand may grant the extension to the period for disposing such immovable property which rule may be prescribed thereto;
(c) those purchased or held by a finance company undertaking housing finance or credit foncier company for business purpose in accordance with the rule as prescribed by the Bank of Thailand;

(3) accept its own shares as security or accept shares of a financial institution of the same type from other financial institutions of the same type as security

Section 81 A financial institution shall notify the Bank of Thailand in writing within fifteen days from the date of the occurrence of the followings:

(1) the amendment of its Memorandum of Association or Articles of Association;
(2) the change of its director, managing director, manager or person with power of management.

Section 82 For the purpose of the Bank of Thailand’s examination of financial institutions, financial institutions shall keep information, account, document, seal or other evidences related to its business, assets and liabilities in accordance with the rule as prescribed in the notification of the Bank of Thailand.

Section 83 In the case where any financial institution fails to undertake financial institution business as licensed in the volume generally undertaken by financial institutions in accordance with rule as prescribed in the notification of the Bank of Thailand, the Bank of Thailand may order such financial institution to undertake the business in accordance with the aforesaid rule. In this regard, rule and period of time may also be prescribed therein. In case of financial institution failing to comply with the order of the Bank of Thailand, the Bank of Thailand may order the closure of such financial institution.

When the Bank of Thailand has made the closure order in accordance with the first paragraph, it shall propose to the Minister of Finance to withdraw the license of such financial institution and such financial institution shall be liquidated.

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