[Last updated: 1 January 2024, unless otherwise noted]

For both a primary listing and a secondary listing, the applicant company must prepare a "Securities Report for Initial Listing Application" to be reviewed by the TSE. The contents of this report are similar to the securities registration statement that would be filed with the KLFB if the applicant company were to conduct a public offering. The TSE then will review the draft report and comment on it before accepting the listing application.

The report must discuss, among other topics:

• An outline of the legal and corporate system in the company's home country.
• History of the company.
• Information on the company's capital and shares.
• Information on the executives and employees.
• Status of the parent company and its subsidiaries.
• Description of the company's business.
• Description of approach and efforts concerning sustainability.
• Description of the company's production, distribution, sales and similar matters.
• Description of the company's facilities.
• Financial statements (with the audit report attached).
• Risk factors to be considered by investors (such as short length of operations, state of accumulated losses, competition with other companies, dependence on certain executives for management, uncertainty surrounding certain business fields and technologies, reliance on a third party for business support or involvement in management by major shareholders).

The financial statements mentioned above should include audited historical financial information for the two most recent fiscal years, together with the audit report for each year. The financial information should be prepared under Japanese GAAP or (in certain cases) other GAAP that Japan's Financial Services Agency (FSA) may deem permissible, as appropriate for the public interest or protection of investors.

In addition, the company must file certain additional documents with the TSE for its examination, including:

• Articles of incorporation.
• A written confirmation that the company does not have "ties to any anti-social forces," in the form adopted the TSE.
• A report on the listing eligibility of the managing trading participant of the initial listing , in the form adopted by the TSE.
• Written description of approvals and authorizations relating to the corporate group's principal business or products/merchandise.
• For a primary listing, a table of the company's stock distribution, in a form adopted by the TSE.
• For a secondary listing, a table that summarizes changes in the company's number of shareholders (or holders of foreign stock depositary receipts), in the form adopted by the TSE.
• Documents that have been prepared in a manner similar to that of a securities report by the parent company and that are deemed appropriate by the TSE, if the parent company's stock is not listed on a financial instruments exchange in Japan or if the parent company is not subject to ongoing disclosure requirements.
• A specimen of the foreign stock certificate for the securities to be listed.
• A certified board resolution authorizing the initial listing application.
• A legal opinion stating that the disclosures concerning laws and regulations in the company's initial application form (and the documents attached thereto) are true and accurate.
• A certified board resolution authorizing the company's representative, named in the initial application form, to have proper authority concerning the listing of the foreign stock (however, if there are provisions in the company's articles of incorporation or similar document, specifying the persons who have the proper authority, a copy of this document may be submitted in lieu of the board resolution).
• A document certifying that the company's agent in Japan who will contact the TSE has been appointed, or that the company has received from the agent its informal acceptance of the appointment.
• The securities registration statement and prospectus, if the applicant conducts a public offering upon listing.

After the listing application is made, the TSE's examination process for a foreign company's application takes approximately three to four months. If the listing is approved, another month is required for the equity offering process. Therefore, a company applying for listing should expect the process to take approximately four to five months between application and actual listing.

Sample timeline for listing on the TSE

Link to Timeline

The content of the securities registration statement and prospectus should be similar to that of the Securities Report for Initial Listing Application, described above. The securities registration statement generally becomes effective on the 16th day after its filing. Once the price is determined, pricing information will need to be filed as an amendment to the securities registration statement. If such an amendment with pricing information is filed, the securities registration statement will be subject to a further one-day seasoning period before it becomes effective. However, if the price is determined by a book-building formula, no such seasoning period is applicable.