FAQ – Is registration under the Securities Exchange Act of 1934 required before a security can be admitted to trading on The NASDAQ Stock Market?
Yes. A security approved for listing by NASDAQ must be registered under Section 12(b) of the Securities Exchange Act of 1934 before it can be listed on The NASDAQ Stock Market. Exchange Act registration is required even though the applicant may have previously registered all or part of the securities under the Securities Act of 1933. A security which has already been registered under Section 12(g) of the Exchange Act, or has recently been the subject of a public offering registered under the Securities Act, can usually be registered under Section 12(b) by using SEC Form 8-A. If an applicant does not have a class of securities registered under the Exchange Act Section 12(g), filing of a SEC Form 10 may be required.
For companies that were listed on NASDAQ prior to it becoming a national securities exchange on August 1, 2006, the SEC and other regulators granted NASDAQ’s request to allow it to apply on behalf of its listed companies for registration under Section 12(b) of the Exchange Act. A copy of the SEC’s order granting this request can be found here.