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(English Translation)
Securities and Exchange Act B.E.
2535
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BHUMIBOL ADULYADEJ, REX.,
Given on the 12 th day of March B.E. 2535;
Being the 47th Year of the Present Reign.
His Majesty King Bhumibol Adulyadej is graciously pleased to preclaim
that:
Whereas it is expedient to enact a law on the securities and exchange;
Be it, therefore, enacted by His Majesty the King, by and with the
advice and consent of the National Legislative Assemble functioning as both Houses of
Parliament, as follows:
SECTION
1.
- This Act shall be called the " Securities and Exchange Act, B.E.
2535"
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SECTION
2.
- This Act shall come into force after sixty days from the date of its
publication in the Government Gazette, except Section 4, Section 7 to Section 16 , Section 17 to Section 31,
Section 262, Section
263, Section 318 to
Section 320 and Section 332 which shall come into
force on the day following the date of its publication in the Government Gazette.
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SECTION
3.
- The following Actsshall be repealed:
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- (1) The Securities Exchange of Thailand Act, B.E. 2517;
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- (2) The Securities Exchange of Thailand Act (No.2), B.E. 2527.
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SECTION
4.
- In this Act "securities" means
- (1) treasury bills;
- (2) bonds;
- (3) bills;
- (4) shares;
- (5) debentures;
- (6) investment units which are instruments of evidence representing the
rights to the property of a mutual fund;
- (7) certificates representing the rights to purchase shares;
- (8) certificates representing the rights to purchase debentures;
- (9) certificates representing the rights to purchase investment units;
- (10) any other instruments as specified by the SEC.
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- "bill" means any bill issued for raising funds from the
public as specified in the notification of the SEC.
- "debenture" means any debit instrument of whatever name
excluding bills, devided into units, each with equal value and a predetermined rate of
return, issued by any company to a lender of purchaser, representing the right of the
holder of such instrument to receive money or other benefit.
- "underwriter" means any person who underwrites the sale
of securities to the public.
- "prospectus" means any document issued for the purpose
of inviting any person to subscribe of purchase the securities issued or offered for sale
by the issuer or the seller.
- "company" means any limited company of public limited
company including a juristic person established by specific law with the object of
undertaking business.
- "securities company" means any company, or financial
institution licensed to undertake securities business under this Act.
- "securities business" mean any of the following
securities businesses:
- (1) securities brokerage;
- (2) securities dealing;
- (3) investment advisory service;
- (4) securities underwriting;
- (5) mutual fund management;
- (6) private fund management;
- (7) other businesses relating to securities as specified by the Minister
up on the recommendation of the SEC.
- "securities brokerage" means brokering or representing
any person in the purchase, sale or exchange of securities in the normal course of
business in consideration of a commission, bee of the remuneration therefrom.
- "securities dealing" means a purchase, sale of exchange,
outside the Securities Exchange or an over-the-counter centre, of securities, for one's
own account in the normal course of business.
- "investment advisory service" means giving advice in the
normal course of business to the public whether directly of indirectly concerning the
value of securities or the suitability of investing in those securities or the purchase of
sale of any securities in consideration of a fee or other remuneration excluding the
giving of advice to the public in the manner as specified in the notification of the SEC.
- "securities underwriting" means the underwriting of all
of part of the securities from a company or owner of securities for sale to the public in
consideration of a fee or the remuneration whether with or with out any conditions.
- "mutual fund management" means the management of
investments under a mutual fund project by issuing investment units of each project for
sale to the public and investing proceeds therefrom in securities or other properties of
investing for profit by other means.
- "private fund management" means the management of funds
of five or more persons or one or more groups of persons to invest insecurities in
consideration of a fee or other remuneration excluding the management of funds under the
law relating to provident funds.
- "listed securities" means registered or authorized
securities for trading in the Securities Exchange.
- "Office" means the Office of the Securities and Exchange
Commission.
- "Secretary-General" means the Secretary-General of the
Office of the Securities and Exchange Commission.
- "Minister" means the Minister in charge of the
enforcement of this Act.
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SECTION
5.
- Unless otherwise specified by the provisions of this Act, the SEC, the
Office, the board of directors of the Securities Exchange, and the Securities Exchange
shall issue the notification to the public specifying the period for consideration of the
issuance of a license and granting of an approval under this Act. In cases where an
application for a license or for an approval is refused, the applicant shall be notified
of the reasons therefor.
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SECTION
6.
- Where the signatures of the directors or registrar are required in
securities certificates under this Act, the SEC may specify that such signatures may be
stamped by machine or by other means. in such event, the rules and procedures as specified
in the notification of the SEC must be complied with.
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SECTION
7.
- The Minister of Finance shall be in charge of the enforcement of this Act
and shall have the power to issue ministerial regulations and appoint competent officers
to perform duties in accordance with this Act. Such ministerial regulations shall come
into force upon publication in the Government Gazette.
[ Chapter 1 ]
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