Section 22. No finance company shall appoint or allow any person with any of
the following qualifications or attributes to be or perform the duty of a director, a manager, an
officer or a person with power of management, or an adviser:
(1) Being or having been a bankrupt;
(2) having been imprisoned by a final court judgment for an offence related to
property committed with dishonest intent;
(3) having been a director, a manager, or an officer or a person with power of
management of a financial institution which had its license withdrawn unless an exception has
been granted by the Bank of Thailand;
(4) being a director, a manager, or an officer or a person with power of
management of any other finance company;
(5) being removed from a position in a finance company under the first
paragraph of Section 57 or Section 57 bis (1);
(6) being a government official in political
(7) being a government official having a permanent position or a regular salary
or an official of the Bank of Thailand except:
(a) in the case where an appointment is made with the approval of the
Minister for the purpose of assisting in the operation of the finance company; or
(b) in the case where an appointment is made under Section 57 bis (2);
(8) being a manager, an officer or a person with power of management of a
partnership or a limited company in which such person himself or any person or partnership or
limited company as specified in the second paragraph of Section 20 (7) is a partner or
a shareholder except:
(a) being a director or an advisor of a finance company who has no power of
(b) in the case where the exception has been granted by the Minister as being
necessary in rectifying the condition or operation of the finance company;
(c) in the case where an appointment is made under Section 57 bis (2);
(9) Being a person not having the educational qualification, working experience
or other qualification as prescribed by the Bank of Thailand with the approval of the Minister;
(10) having other disqualification as prescribed by the Bank of Thailand with the
approval of the Minister.
A finance company shall appoint a director, a manager, an officer or a person
with power of management, or an advisor of the finance company, or enter into a contract
entrusting any person with the absolute power of management of the finance company, only
after the approval of the Bank of Thailand is granted. Where the Bank of Thailand considers
that the person to be appointed comes under the disqualification specified in the first
paragraph, the Bank of Thailand shall not grant its approval, and where it appears at a later
date that such person comes under the disqualification specified in the first paragraph, the
Bank of Thailand shall withdraw its approval and the finance company shall submit the name
of another person to the Bank of Thailand for approval within fifteen days from the date on
which such approval is withdrawn.
The provisions of the first paragraph shall apply to the person whom a finance
company contractually entrusts with the absolute power of management of the finance
company as will as the person who performs duty for such person mutates mutants.
Section 22 bis. A finance company shall maintain books of accounts to record
all liabilities and assets completely, correctly and up to date. The standard of accounting shall
be as prescribed by the Bank of Thailand.
Section 22 ter. The Bank of Thailand shall have power to issue prescriptions to
be complied with by finance companies concerning the procedures of receiving or paying of
money, making of any juristic act as well as procedures on internal auditing and internal
Section 23. A finance company shall publish its balance sheet and a profit and
loss account which have been approved by the general meeting in the form prescribed by the
Bank of Thailand within four months from the end of its financial year. The publications shall
be posted up in an open place at the finance company’s office and shall be published in at least one daily newspaper within twenty one days form the date on which they are approved by the
general meeting unless otherwise prescribed by the Bank of Thailand and shall also be
submitted to the Minister and the Bank of Thailand.
A finance company shall publish a statement or disclose other information
concerning the finance company in accordance with the method and frequency prescribed by
the Bank of Thailand.
The publications or information shall be shown in an open place at the finance
company’s office and shall be presented to the Minister and the Bank of Thailand, each with
one set of copy of such publication attached.
The balance sheet under the first paragraph shall be certified by an auditor who
shall be approved by the Bank of Thailand for every financial year and shall not be a director,
an officer or an employee of that finance company.
The auditor under the third paragraph shall adhere to the ethical code of auditors,
perform the audit work and declare his opinion according to the standards prescribed under the
law on the auditors as well as other standards as may be additionally prescribed by the Bank of
Thailand. Where an auditor finds that a finance company has made up false supporting
account documents and/or made recordings in the books of accounts which are contrary to true
facts, he shall make disclosure of the true, if materials to the accounts, and make disclosure of
such action in the report of the auditor which he certifies as well as makes report of the matter
to the Bank of Thailand.
The Bank of Thailand may withdraw its approval of any auditor who does not
comply with the provisions specified in the fourth paragraph.
Section 23 bis. A finance company shall close the books of accounts for each
accounting period which shall be every six months of each accounting year. if a finance
company has worthless or irrecoverable assets or doubtful assets which may be worthless or
irrecoverable, as prescribed by the Bank of Thailand, the finance company shall write off the
worthless or irrecoverable assets from the accounts, or make provision for the doubtful assets,
at the end of the accounting period, except where a permission to act otherwise has been
granted by the Bank of Thailand. Such permission may be granted with any condition.
Where the Bank of Thailand has granted permission under the first paragraph, if
it appears that the value of capital funds remaining after deducting that part of such worthless
or irrecoverable assets which has not yet been written off from the accounts and/or that part of
such doubtful assets for which no provision has yet been made, is less than the value of the
capital funds required to the maintained under Section 29, the Bank of Thailand shall have
power to prescribe any measure to be taken by the finance company until the worthless or
irrecoverable assets concerned have been totally written off from its accounts and full
provision has been made for the doubtful assets.
Section 23 ter. The Minister shall have power to order the Bank of Thailand to
submit reports concerning the business operation of all or any particular finance companies
which shall contain any information and be of any period of time as prescribed, and may also
require an explanation to clarify or amplify such reports.
Section 24. The Bank of Thailand may require any finance company to submit
reports or present any document periodically or occasionally as prescribed by the Bank of
Thailand and may also require an explanation to clarify or amplify such documents or reports.
The reports and documents submitted or presented or the explanations given
under the first paragraph shall be completes and accurate.