By Yash
The listing requirements for NASDAQ give all the minimum necessities and standards created by NASDAQ to permit the membership of firms in the exchange. There are other listing requirements that are given by different financial markets around the world. A firm can list its shares on that particular exchange only if it meets all the requirements for listing on it. The firms that do not meet the listing requirements for NASDAQ may sometimes be permitted to give their shares for trading over the counter. When seeking to be listed, a company will have to show to a particular exchange that they have the ability to meet all the necessary standards set by the financial markets. Once such a share is listed on the financial exchange, the issuing company typically must maintain a set of related but less strict requirements for trading. If that is not done, the shares may be delisted from the financial markets.
There is no legal penalty for being delisted from the financial markets. But it means that the firm will be expelled from that particular exchange. Companies can list their shares on more than a single financial exchange, and it often happens. The listing requirements for NASDAQ are not full restrictions in trading. This is because the companies can always opt to trade their shares over the counter. But they do not give the visibility, prestige, regulatory oversight, and liquidity as being listed on the financial markets.
There is usually a listing fee required as well as annual listing fees for issuing shares in the financial markets. This goes up based on the number of shares being traded. The listing fees can range up to thousands of dollars. The fees for NASDAQ are much lower than what is required for the New York Stock Exchange. This has resulted in the NASDAQ becoming a better option for smaller or newer companies. The listing fees will differ based on the market that the firm is trying to qualify for and what kind of shares the firm wants to issue. The market entry fees are based on the number of shares that are outstanding at the moment of initial listing. This includes a non-refundable application fee. The entry fees must be given before the initial day of trading.
The firms that want to list their shares on NASDAQ must meet some standards. The firms must also meet the standards set regarding corporate governance. Before completing an application for the listing of shares in the financial markets, a firm has a choice to go through a preliminary review to find out its eligibility for listing on the financial markets. The qualification staff for listing will try to find out whether a firm has met all the listing requirements. They will review all the public filings of the firm. If the firm has any reasons for concerns on the regulatory front, they will notify the firm about the same. A preliminary review for listing is not the same as filing an official application for listing shares in the financial markets.
Based on a firm's circumstances, NASDAQ has several different listing applications. It has been created to take care of the events when there is a change in control in the firm or when a firm has released an initial public offering. All the applications filled in NASDAQ are less than eight pages in length. They need firms to submit some basic data about certain security measures. Firms must also seek to explain any lawsuits and investigations held within the last decade of filing the firm's application. Usually, all the applications are processed in less than two months.
Listing Requirements for NASDAQ Global Select, Global Markets, & Capital Markets
NASDAQ has different tiers which have their own listing requirements. The NASDAQ Global Select Market has very strict requirements for listing its shares among all the tiers. It also has one of the strongest standards amongst all financial exchanges around the globe. The NASDAQ global market is for firms that function or sell their services or products on the global market. The NASDAQ Capital Market is for all other firms that want to raise financial markets.
NASDAQ Global Select Market |
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Financial Requirements |
Standard 1: Earnings |
Standard 2: Capitalization with Cash Flow |
Standard 3: Capitalization with Revenue |
Standard 4: Assets with Equity |
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Listing Rules |
5315(e) and 5315(f)(3)(A) |
5315(e) and 5315(f)(3)(B) |
5315(e) and 5315(f)(3)(C) |
5315(e) and 5315(f)(3)(D) |
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Pre-Tax Earnings |
Aggregate in the prior three fiscal years above or equal to $11mm, and each of the prior three fiscal years above or equal to $0, and each of the two most recent fiscal years above or equal to $2.2mm |
- |
- |
- |
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Cash Flows |
- |
Aggregate in the prior three fiscal years above or equal to $27mm, and each of the prior three fiscal years above or equal to $0 |
- |
- |
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Market Cap |
- |
Average above or equal to $550mm over the prior 12 months |
Average above or equal to $850mm over the prior 12 months |
$160mm |
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Revenue |
- |
Previous fiscal year above or equal to $110mm |
Previous fiscal year above or equal to $90mm |
- |
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Total Assets |
- |
- |
- |
$80mm |
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Stockholders’ Equity |
- |
- |
- |
$55mm |
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Bid Price |
$4 |
$4 |
$4 |
$4 |
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Liquidity Requirements |
Initial Public Offerings and Spin-Off Companies |
Seasoned Companies: Currently Trading Common Stock or Equivalents |
Affiliated Companies |
Listing Rule |
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Round lot shareholders or Total shareholders and average monthly trading volume over the past twelve months |
450 or 2,200 |
450 or 2,200 or 550 and 1.1mm |
450 or 2,200 or 550 and 1.1mm |
5315(f)(1) |
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Publicly Held Shares |
1,250,000 |
1,250,000 |
1,250,000 |
5315(e)(2) |
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The market value of publicly held shares and stockholders’ equity |
$45mm |
$110mm or $100mm and $110mm |
$45mm |
5315(f)(2) |
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NASDAQ Global Markets |
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Requirement |
Income Standard |
Equity Standard |
Market Value Standard |
Total Assets/ Total Revenue Standard |
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Listing Rules |
5405(a) and 5405(b)(1) |
5405(a) and 5405(b)(2) |
5405(a) and 5405(b)(3) |
5405(a) and 5405(b)(4) |
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Income from continuing operations before income taxes (in the latest fiscal year or in two of the last three fiscal years) |
$1mm |
- |
- |
- |
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Stockholders’ Equity |
$15mm |
$30mm |
- |
- |
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Market Value of Listed Securities |
- |
- |
$75mm |
- |
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Total Assets and Total Revenue (in the latest fiscal year or in two of the last three fiscal years) |
- |
- |
- |
$75mm and $75mm |
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Publicly Held Shares |
1.1mm |
1.1mm |
1.1mm |
1.1mm |
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Market Value of Publicly Held Shares |
$8mm |
$18mm |
$20mm |
$20mm |
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Bid Price |
$4 |
$4 |
$4 |
$4 |
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Shareholders (round lot holders) |
400 |
400 |
400 |
400 |
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Market Makers |
3 |
3 |
4 |
4 |
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Operating History |
- |
2 years |
- |
- |
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NASDAQ Capital Market |
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Requirements |
Equity Standard |
Market Value of Listed Securities Standard |
Net Income Standard |
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Listing Rules |
5505(a) and 5505(b)(1) |
5505(a) and 5505(b)(2) |
5505(a) and 5505(b)(3) |
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Stockholders’ Equity |
$5mm |
$4mm |
$4mm |
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Market Value of Publicly Held Shares |
$15mm |
$15mm |
$5mm |
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Operating History |
2 years |
- |
- |
|||||||
Market Value of Listed Securities |
- |
$50mm |
- |
|||||||
Net Income from Continuing Operations (in the latest fiscal year or in two of the last three fiscal years) |
- |
- |
$750K |
|||||||
Publicly Held Shares |
1mm |
1mm |
1mm |
|||||||
Shareholders (round lot holders) |
300 |
300 |
300 |
|||||||
Market Makers |
3 |
3 |
3 |
|||||||
Bid Price Or Closing Price |
$4 $3 |
$4 $2 |
$4 $3 |
Conclusion
A firm has various ways to meet the listing requirements. It hinges on all the financial aspects of the firm. Suppose the firm does not clear all the minimum standards. It has to make up for it with larger amounts in other areas. This assists in improving the standard of firms listed on NASDAQ and the other financial markets. After a firm gets a listing on the financial markets, it must keep up with some standards to continue being traded on the exchange. Suppose the standards set by the financial markets are not adhered to. In that case, it will result in delisting shares from that particular exchange. Some of the major elements that lead to a delisting are the market capitalization and the minimum price of the shares. The precise reason for delisting a firm's shares hinges on that particular financial exchange.