28 July 2010
(Unofficial Translation)
Securities and Exchange Act
B.E. 2535
(As Amended)
_________
BHUMIBOL ADULYADEJ, REX.,
Given on the 12th day of March B.E. 2535;
Being the 47th Year of the Present Reign.
His Majesty King Bhumibol Adulyadej is graciously pleased to proclaim 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 Assembly functioning as both Houses of Parliament, as follows:
SECTION 1. This Act shall be called the “Securities and Exchange Act, B.E. 2535”.
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.
SECTION 3. The following Acts shall be repealed:
(1) The Securities Exchange of Thailand Act B.E. 2517;
(2) The Securities Exchange of Thailand Act (No. 2) B.E. 2527.
SECTION 4. In this Act “securities” means
(1) treasury bills;
(2) bonds;
(3) bills;
(4) shares;
(5) debentures;
(6) investment units which are instruments or 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.
“bill” means any bill issued for raising funds from the public as specified in the notification
of the SEC.
“debenture” means any debt instrument of whatever name excluding bills, divided into units,
each with equal value and a predetermined rate of return, issued by any company to a lender
or 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
or purchase the securities issued or offered for sale by the issuer or the seller.
“company”4 means any limited company, public limited company and shall include :
(1) public organization;
(2) provincial administration organization, municipality, Bangkok Metropolitan
Administration, Pattaya City and any other local government organizations specified
by law as special local government organization;
(3) unit or organization of foreign government, international organization and juristic
person under law of foreign jurisdiction;
(4) juristic person established by specific law; and
(5) issuing entity established in any other forms as specified in the notification of the
SEC.
“securities company” means any company, or financial institution licensed to undertake
securities business under this Act.
“securities business” means 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 upon
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,
fee or other remuneration therefrom.
“securities dealing” means a purchase, sale or exchange, outside the Securities Exchange
or an over-the-counter center, 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 or indirectly concerning the value of securities or the suitability of
investing in those securities or the purchase or 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 or part of the securities from a
company or owner of securities for sale to the public in consideration of a fee or other
remuneration whether with or without any conditions.
“mutual fund management”3 means the management of investments under a mutual fund
project by issuing investment units of each project for sale to the public and bringing
proceeds thereform to invest in, or procure for profit from holding in, securities,
derivative, or any other properties, or invest in or procure for profit by other means.
“private fund management”2 means the management of funds of a person or group of
persons who has authorized the management of investment to acquire benefit from
securities, whether or not investment in other assets is also made, which management is
conducted as an ordinary course of business, in consideration of a fee or other
remuneration, excluding the management of investment as specified in the notification of
the SEC.
“listed securities” means registered or authorized securities for trading in the Securities
Exchange.
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Published in the Government Gazette, Volume 109, Part 22, dated 16 March B.E. 2535
This legislation was originally prepared by the SEC Office and Chandler and Thong-ek Law Offices Limited. The English translation has been revised by the staff of the SEC Office. But is and unofficial translation authorized for reprint by the SEC Office.
4 indicated amendment by the Securities and Exchange Act (No. 4) B.E. 2551
3 indicated amendment by the Securities and Exchange Act (No. 3) B.E. 2546
2 indicated amendment by the Securities and Exchange Act (No. 2) B.E. 2542 |
