NASDAQ Listing Process and Documentation

The NASDAQ listing process involves several steps and requirements for companies seeking to list their securities on one of NASDAQ’s three market tiers: the NASDAQ Capital Market, NASDAQ Global Market, or NASDAQ Global Select Market. Companies going public seeking to list on Nasdaq should be familiar with the process and documentation required to ensure timely approval of the application. 

Below is a detailed overview of the process and the forms required for submission through the NASDAQ Listing Center portal.

NASDAQ Listing Process

The process to list on NASDAQ typically involves the following steps:

1. Determine Eligibility:

Companies must meet NASDAQ’s quantitative and qualitative listing requirements, which vary by market tier. These include financial standards (e.g., minimum market capitalization, revenue, or cash flow), liquidity requirements (e.g., minimum number of shareholders and publicly traded shares), and corporate governance standards (e.g., audit committee and board composition requirements).

Companies can request a preliminary listing eligibility review before submitting a formal application. This involves NASDAQ’s Listing Qualifications Staff reviewing public filings to assess compliance with numerical and governance criteria. This step is optional but helps identify potential issues early.

2. Create a Listing Center Account:

 Companies must create a user account on the NASDAQ Listing Center to submit applications and forms electronically. This requires an email address, basic contact information, a password, and answers to security questions.

3. Reserve a Trading Symbol:

Companies must submit a Symbol Reservation Form to request a specific trading symbol. This is done through the Listing Center and is a key initial step.

4. Submit the Listing Application:

 The formal application is submitted electronically via the Listing Center. The application is approximately seven pages long and requires detailed information, including:

• Company address, contact, and billing information.
• Details about the securities (type, par value, CUSIP number).
• Information about the securities attorney, auditor, transfer agent, and officers/directors.
• Disclosure of any inquiries, investigations, lawsuits, or legal proceedings involving the company, its officers, directors, or significant shareholders (10% or more).

There are 12 different types of listing applications, depending on the context (e.g., IPO, change of control, switching from another exchange, or spin-offs).

Supplemental documentation, such as SEC filings, can also be submitted electronically through the Listing Center. Companies can save progress and share forms with other users as needed.

5. SEC Registration:

Companies must register their securities with the U.S. Securities and Exchange Commission (SEC) unless an exemption applies (e.g., Regulation S for offerings outside the U.S.).

For an Initial Public Offering (IPO) or other offering, companies file a registration statement (typically Form S-1 for U.S. issuers or Form F-1 for foreign private issuers) that includes a prospectus, audited financial statements (under U.S. GAAP for domestic issuers), and disclosures about the company’s business, management, and risks.

For a direct listing (listing without raising capital), companies file Form 10 (U.S. issuers) or Form 20-F (foreign private issuers) to register the class of securities.

Financial statements must include a balance sheet, income statement, statement of changes in equity, cash flows, and related notes, covering the past three years, audited by a PCAOB-registered accountant.

6. Review and Approval:

NASDAQ reviews the application, public filings (e.g., SEC filings, company website, press releases), and other relevant information. The review process typically takes 4–6 weeks.   

Each company is assigned a Listing Qualifications Analyst for guidance throughout the process. Communication with NASDAQ’s Listing Qualifications Analyst occurs via email and phone, without a formal protocol.

Within a few hours of submission, companies receive a system-generated acknowledgment email. Within a couple of business days, they receive contact information for their assigned Listing Qualifications Analyst, available Monday through Friday, 8 a.m. to 5 p.m. ET. 

The SEC must declare the registration statement effective, and the Financial Industry Regulatory Authority (FINRA) must clear any underwriting arrangements (if applicable) before listing approval.

7. Execute the Listing:

For IPOs, NASDAQ’s “Modern Day IPO” process uses proprietary technology to open trading electronically, even remotely, in coordination with the lead underwriter.

For direct listings, the price is set by supply and demand without additional capital raising.

Companies must deposit shares with a registered securities depository (e.g., Depository Trust Company) and obtain a CUSIP number (or foreign equivalent).

8. Ongoing Compliance:

Listed companies must meet ongoing quantitative and qualitative requirements, including corporate governance standards (e.g., audit committee, director nominations, and codes of conduct). Foreign private issuers may follow home country governance practices with some exceptions.

Companies must file required reports with the SEC and NASDAQ and maintain a minimum share price, market capitalization, and other criteria to avoid delisting.

Required Forms and Documents

The following forms and documents are typically required for submission through the NASDAQ Listing Center:

1. Symbol Reservation Form:

Used to request a specific trading symbol for the company’s securities

2. Listing Application:

A seven-page form requesting detailed company information, including contact details, securities information, and disclosures about legal proceedings or regulatory issues. Different versions exist for various listing scenarios (e.g., IPO, spin-off, or switch from another exchange).

3. Listing Agreement:

A two-page agreement affirming the company’s commitment to comply with NASDAQ rules and regulations. It includes indemnification clauses for NASDAQ against liabilities (e.g., trademark infringement related to the company’s symbol or logo) and a disclaimer of warranty for trading issues unless caused by NASDAQ’s gross negligence or willful misconduct.

4. Corporate Governance Certification Form:

Certifies compliance with NASDAQ’s governance requirements, including audit committee, director nomination process, compensation committee, board composition, executive sessions, quorum, and codes of conduct.

5. Logo Submission Form:

Used to submit the company’s logo for use in NASDAQ’s materials.

6. Supplemental Documentation:

SEC filings (e.g., Form S-1, Form F-1, Form 10, or Form 20-F), audited financial statements, and other public or non-public information requested by NASDAQ to evaluate eligibility.   

For companies involved in reverse mergers, additional compliance with “seasoning rules” may require documentation of trading history on the OTC market or reports filed post-merger.

7. Listing Fee Payment:

Companies must submit payment (via check or wire transfer) for the listing fee, which varies based on the number of shares outstanding and the market tier.

Additional Notes

Foreign Private Issuers: Foreign private issuers (FPIs) seeking to list on NASDAQ benefit from scaled-down requirements under U.S. securities laws compared to U.S. domestic companies. To be classified as an FPI, a company must meet the following criteria: 

• Be a non-U.S., non-governmental issuer. 
• Have 50% or less of its outstanding voting securities held by U.S. residents. 
• If over 50% are held by U.S. residents, the company must not: 
  • Have a majority of executive officers or directors who are U.S. citizens or residents. 
  • Have more than 50% of its assets located in the U.S. 
  • Have its business operations principally administered in the U.S. 

Companies that do not meet these criteria are treated as U.S. domestic companies under SEC and NASDAQ rules.

FPIs can opt to follow their home country’s corporate governance practices instead of NASDAQ’s rules. To do so, they must submit a written statement from an independent counsel in their home country, certifying that these practices are not prohibited by local laws and noting any NASDAQ rules they cannot comply with.

To list on NASDAQ, FPIs must register their securities with the SEC by filing a Form 20-F. If the listing involves an offering (e.g., an IPO), a Form F-1 is typically required, including a prospectus. Both forms require similar disclosures, such as: 

• Business overview, property, legal proceedings, and controlling shareholders. 
• Trading market details, exchange controls, and tax implications for U.S. shareholders. 
• Management’s discussion and analysis of financial condition and results. 
• Details on officers, directors, compensation, and corporate governance policies. 
• Off-balance sheet arrangements, contractual obligations, and changes in certifying accountants.

FPIs must include audited consolidated financial statements for the past three years in their Form 20-F or Form F-1, covering: 

• Balance sheet 
• Income statement/Statement of Comprehensive Income 
• Statement of changes in equity Statement of cash flows 
• Related notes or schedules 

These statements must comply with U.S. GAAP or IFRS (as issued by the IASB). If prepared under local GAAP, they must be reconciled to U.S. GAAP, with material variations disclosed. IFRS compliance must be explicitly stated with auditor certification. The last audited year must not be older than 15 months at listing (12 months for IPOs). Interim financial statements may be required if the registration statement is effective more than nine months after the last audited year. 

Additional financial disclosures include: 

• Capitalization and indebtedness statement. 
• For IPOs, details on proceeds and their use. 
• For debt securities, a ratio of earnings to fixed charges.

SEC Edgar System: Filings with the SEC must be made electronically through the SEC’s electronic EDGAR system. Documents are publicly available as soon as they are filed. Under certain circumstances (for example, when an issuer is already listed on a non-US exchange or an issuer seeks an initial listing on both a US and a non-US exchange), the SEC permits a foreign private issuer to make its initial filing in paper form on a draft confidential basis. In addition, an “emerging growth company” (as that term is defined in the US Jumpstart Our Business Startups Act (JOBS Act)), including one that is also a foreign private issuer, may make an initial filing of its registration statement to the SEC on a confidential basis. All amendments (including amendments responding to the SEC’s comments on the initial confidential filing) must be publicly filed through the EDGAR system.

Confidential Review Process – Quiet Period: If a company decides to make a public offering in the US, through the SEC’s confidential review process, the company must refrain from engaging in publicity for the offering or anything that may stimulate interest in the company or its securities. After the registration statement is filed publicly, but before the securities are distributed to investors and the final prospectuses are delivered, the company must continue to restrict its public communications and the use of offering-related materials.

Effectiveness: The SEC will not declare the registration statement effective until FINRA clears the underwriting arrangements for any related public offering.

If you have questions about going public on the NASDAQ or need to hire a securities attorney, Hamilton & Associates Law Group, P.A. is ready to assist you. Our Founder, Brenda Hamilton, is a nationally known and recognized securities attorney with over two decades of experience assisting issuers worldwide with going public on the Nasdaq, NYSE, and OTC Markets. Since 1998, Brenda Hamilton has been a leading voice in corporate and securities law, representing both domestic and international clients across diverse industries and jurisdictions. Whether you are taking your company public, raising capital, navigating regulatory challenges, or entering new markets, Brenda Hamilton and her team deliver the experience, strategic insight, and results-driven representation you need to succeed.

To speak with a Securities Attorney about Nasdaq Stock Exchange listing, Corporate Governance or Nasdaq Compliance matters, please contact us at (561) 416-8956, or by email at info@securitieslawyer101.com.

Hamilton & Associates | Securities Attorneys
Brenda Hamilton, Securities Attorney
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Boca Raton, Florida 33432
Telephone: (561) 416-8956
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