Tag Archives: requirements

What are the listing requirements for the Nasdaq?

Major stock exchanges, like the Nasdaq, are exclusive clubs – their reputations rest on the companies they trade. As such, the Nasdaq won’t allow just any company to be traded on its exchange. Only companies with a solid history and top-notch management behind them are considered. 

The Nasdaq has three sets of listing requirements. Each company must meet at least one of the three requirement sets, as well as the main rules for all companies.

Listing Requirements for All Companies
Each company must have a minimum of 1,250,000 publicly-traded shares upon listing, excluding those held by officers, directors or any beneficial owners of more then 10% of the company. In addition, the regular bid priceat time of listing must be $4, and there must be at least three market makers for the stock. However, a company may qualify under a closing price alternative of $3 or $2 if the company meets varying reequirements. Each listing firm is also required to follow Nasdaq corporate governance rules 4350, 4351 and 4360. Companies must also have at least 450 round lot(100 shares) shareholders, 2,200 total shareholders, or 550 total shareholders with 1.1 million average trading volume over the past 12 months.

In addition to these requirements, companies must meet all of the criteria under at least one of the following standards.

Listing Standard No. 1
The company must have aggregate pre-tax earnings in the prior three years of at least $11 million, in the prior two years at least $2.2 million, and no one year in the prior three years can have a net loss.

Listing Standard No. 2
The company must have a minimum aggregate cash flow of at least $27.5 million for the past three fiscal years, with no negative cash flow in any of those three years. In addition, its average market capitalization over the prior 12 months must be at least $550 million, and revenues in the previous fiscal year must be $110 million, minimum.

Listing Standard No. 3
Companies can be removed from the cash flow requirement of Standard No. 2 if the average market capitalization over the past 12 months is at least $850 million, and revenues over the prior fiscal year are at least $90 million.

A company has three ways to get listed on the Nasdaq, depending on the underlying fundamentals of the company. If a company does not meet certain criteria, such as the operating income minimum, it has to make it up with larger minimum amounts in another area like revenue. This helps to improve the quality of companies listed on the exchange.

It doesn’t end there. After a company gets listed on the market, it must maintain certain standards to continue trading. Failure to meet the specifications set out by the stock exchange will result in its delisting. Falling below the minimum required share price, or market capitalization, is one of the major factors triggering a delisting. Again, the exact details of delisting depend on the exchange.

Income Standard Listing- Rules 5405(a) and 5405(b)(1) requirements:

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Income Standard Listing- Rules 5405(a) and 5405(b)(1) requirements:
 – US$15 million in stockholder equity;

 – US$1 million in income from continuing operations in latest fiscal or in two of the last three fiscal years (before income taxes);

 – 1.1 million publicly held shares;

–  US$8 million market value of publicly held shares;

–  US$4 minimum bid price;

 – 400 “round lot” shareholders (i.e., holders of 100 or more shares);

 – Three Market Makers; and

 – Appropriate corporate governance (see Rule 5600 series).

– Equity Standard Listing- Rules 5405(a) and 5405(b)(2) requirements:

–  US$30 million in stockholder equity;

–  1.1 million publicly held shares;

 – US$18 million market value of publicly held shares;

 – US$4 minimum bid price;

 – 400 “round lot” shareholders (i.e., holders of 100 or more shares);

 – Three Market Makers;

 – Two years of operating history; and

–  Appropriate corporate governance (see Rule 5600 series).

– Market Value Standard Listing- Rules 5405(a) and 5405(b)(3) requirements:

 – US$75 million market value of listed securities or

- 1.1 million publicly held shares;

 – US$20 million market value of publicly held shares;

–  US$4 minimum bid price;

 – 400 “round lot” shareholders (i.e., holders of 100 or more shares);

–  Four Market Makers; and

–  Appropriate corporate governance (see Rule 5600 series).