Quick Links: Thailand Law Seminars and Conference | Thai Law Forum Past Issues | About Thailand Law Forum | Advertising Guidelines | Publishing Guidelines

Contribution:

This translation has been provided with the kind assistance of Chaninat & Leeds. Chaninat & Leeds practices both family and business law, including K1 visa Thailand.




 

The securities company may act as a custodian for the person who has authorized it to manage the private fund for which it is responsible, upon consent of the person so authorizing and approval of the SEC Office, in accordance with the rules, conditions and procedures specified in the notification of the Capital Market Supervisory Board.

SECTION 136. The securities company shall segregate the assets of the person authorizing the management of the private fund from its assets, and in the event that the securities company is not a custodian of the person authorizing the management of the private fund for which it is responsible, the securities company shall deposit the assets with the custodian approved under the first paragraph of Section 135 within the business day following the day on which the securities company received such assets or within the time specified in the notification of the SEC Office.

SECTION 137. In accepting assets into custody, the custodian shall segregate the deposited assets from its own assets, and shall deal with the deposited assets in accordance with the rules, conditions and procedures specified in the notification of the SEC Office.

Any custodian who fails to comply with the provisions of the first paragraph shall be subject to revocation by the SEC Office of the approval granted for such custodian.

SECTION 138. All assets of the person authorizing the management of the private fund shall be in the name of the person authorizing such management and the name of the securities company as the representative, unless otherwise permitted by the SEC Office in accordance with the rules, conditions and procedures specified in the notification of the SEC Office.

SECTION 139. In managing a private fund, the securities company shall be prohibited from:
(1) investing in any assets for the person authorizing the management of the private fund other than those agreed upon in the agreement authorizing the management of the private fund;
(2) accepting fees or any service charges from the person authorizing the management of the private fund, except for fees or service charges specified at the rate and according to procedures in the agreement authorizing the management of the private fund;
(3) purchasing or selling assets in its own name with the person authorizing the management of the private fund without giving prior notice;
(4) making a representation to the person authorizing the management of the private fund that there will be a profit or return at a certain rate or promising that the loss shall not be more than the rate already specified, except for a representation or warranty given in accordance with the rules, conditions and procedures as specified by the notification of the SEC Office;
(5) doing any other act that may cause a conflict of interest as specified in the notification of the SEC Office.

SECTION 140.4 The securities company shall prepare an account showing the financial condition of each private fund in the form specified in the notification of the SEC Office and shall keep the supporting documents which evidence the correctness of such account.

In managing a private fund of the nature specified by the notification of the SEC Office, the securities company shall prepare financial statements of the private fund pursuant to its actual conditions, and shall comply with the rules, conditions and procedures specified by the notification of the Capital Market Supervisory Board, which shall take into account the standards approved by the Board of Auditing Practices under the law relating to auditors.

The financial statements under the second paragraph must be examined and given opinion by an auditor approved by the SEC Office, and such auditor must not be a director, staff member or employee of such securities company.

The auditor of the private fund must adhere to the code of conduct and perform the auditing to provide opinion on the financial statements in compliance with the requirements of the law relating to auditors and additional requirements as specified in the notification of the Capital Market Supervisory Board.

In the case where the securities company prepares the supporting documents for entry into accounts or disclose information in the financial statements inaccurately or incompletely, the auditor shall disclose the facts and material impact on the financial statements in his audit report on which he is to sign in order to give his opinion.

Any auditor who fails to comply with the provisions of the fourth paragraph or the fifth paragraph shall be subject to revocation by the SEC Office of the approval given for such auditor.

DIVISION 9
REVOCATION OF LICENSE AND DISSOLUTION OF SECURITIES COMPANY

SECTION 141.4 If the SEC Office finds that any securities company:
(1) does not appropriately prepare accounts or does not complete the preparation of accounts within a reasonable period of time;
(2) does any act or omits to do any act which is specified in the notification of the SEC Office with the approval of the Capital Market Supervisory Board; the SEC Office shall have the power to order the securities company to rectify such act or refrain from doing such act as the SEC Office may deem appropriate within a specified
period of time.

SECTION 142. Where there is evidence that the condition or operation of any securities company is such that damage may be caused to the public interest, the SEC Office shall have the power to order such securities company to rectify such condition or operation within the period of time specified by the SEC Office.

SECTION 143. In cases where the Capital Market Supervisory Board finds that the condition or operation of any securities company is such that serious damage may be caused to the public interest, the Capital Market Supervisory Board shall have the power to order such securities company to take measures to rectify its management or to take any other action within the period of time specified by the Capital Market Supervisory Board. In this regard, the Capital Market Supervisory Board may also specify any condition to be complied with by the securities company for the purpose of rectifying the condition or operation of the securities company.4

In cases where any securities company fails or is unable to rectify its operation, the Minister shall have the power to revoke the license of such securities company upon recommendation of the SEC.

SECTION 144. Where there is evidence that the condition or operation of any securities company is such that damage may be caused to the public interest, or where the directors, managers or persons responsible for the operation of any securities company fail to comply with the order of the SEC Office under Section 141 or Section 142, the SEC Office shall have the power to order such securities company to remove its directors, managers or persons responsible for its operation who have caused such events. In this regard, such securities company shall appoint other persons to replace the persons so removed within thirty days from the date of removal.

SECTION 145.4 Where any securities company fails to remove such persons or removes but fails to appoint other persons in their places within thirty days from the date of removal, the SEC Office with the approval of the Capital Market Supervisory Board shall have the power to:
(1) remove its directors, managers or persons responsible for the operation of the securities company whom the securities company fails to remove;
(2) appoint one or more persons to replace the persons so removed for a period of not longer than three years. The persons so appointed shall be entitled to remuneration to be paid from the assets of the securities company as specified by the Capital Market Supervisory Board. During the period in which the persons so appointed hold office,
shareholders of the securities company may not pass a resolution to revoke or change the orders of the SEC Office.

For the purpose of this Section, the order of the SEC Office issued under the first paragraph shall be deemed as a resolution of a shareholders' meeting in accordance with the Civil and Commercial Code or the law relating to public limited companies, as the case may be.

The persons so removed shall no longer be involved in or operate, directly or indirectly, any affair of that securities company, and shall give assistance and provide facts to the persons so appointed.

SECTION 146. Where any securities company fails to comply with the order of the SEC Office given in accordance with Section 144, the SEC Office shall report the matter to the SEC. In such event, the Minister upon recommendation of the SEC, shall have the power to revoke the license of the securities company.

Next Page
[1]  [2]  [3]  [4]  [5]  [6]  [7]  [8]  [9]  [10]  [11]  [12]  [13]  [14]  [15]  [16]  [17]  [18]
[19]  [20]  [21]  [22]  [23]  [24]  [25]  [26]  [27]  [28]  [29]  [30]   [31]  [32]  [33]  [34]  [35]


4. indicated amendment by the Securities and Exchange Act (No. 4) B.E. 2551

 

© Copyright Thailand Law Forum, All Rights Reserved
(except where the work is the individual works of the authors as noted)