[Last updated: 1 January 2024, unless otherwise noted]
Prime Market
The company's expected aggregate market capitalization as of the listing day must be at least ¥25 billion (approx. US$177.50 million) for a listing on the Prime Market. The company's net assets (shareholders' equity) must be at least ¥5 billion (approx. US$35.50 million). In addition, the company must meet either of the following:
- Profit for the two most recent years. The total amount of profits in the last two years must be at least ¥5 billion (approximately US$17.75 million).
- Market capitalization and sales. The market capitalization of at least ¥100 billion (approx. US$710.00 million), with sales of ¥10 billion (approx. US$71.00 million) or more in the most recent year.
Standard Market
The company's net assets (shareholders' equity) must be larger than zero. In addition, the total amount of profits in the last one year must be at least ¥100 million (approximately US$0.71 million).
[Last updated: 1 January 2024, unless otherwise noted]
Operating history. A company is required to have continuously carried out its business for three full fiscal years before the listing application.
Ownership. A company seeking a primary listing must have by the time of listing at least:
- 800 or more shareholders worldwide, in the case of a listing on the Prime Market.
- 400 or more shareholders worldwide, in the case of a listing on the Standard Market.
Accounting standards. Financial information must be prepared under Japanese GAAP or (in certain cases) other GAAP that Japan's Financial Services Agency may deem permissible.
Financial statements. In order to be listed:
- A "false statement" must not have made in any financial statements for the last two years or in the latest quarterly financial statements.
- A CPA must have opined that the financial statements represented the company's financial position (i) "fairly," on "unqualified terms" or "fairly" albeit on "qualified terms" in an audit report attached to the financial statements for the next-to-last full business year; and (ii) "fairly," on "unqualified terms" in an audit report attached to the financial statements for the most recent full business year.
[Last updated: 1 January 2024, unless otherwise noted]
Sound corporate management. The foreign company and its related companies must not be making transactions with interested persons, related companies or other entities under conditions clearly advantageous and/or disadvantageous to the applicant company. In addition, when the applicant company has a parent company, the applicant must be shown to be independent from its parent.
Effective corporate governance and internal control system. The company must have an internal control system for a board member to adequately execute his or her duties and for the company to effectively conduct its business activity, which is appropriately secured and operated. The accounting system that the applicant company and its related companies employ is recognized as appropriate for investor protection.
Corporate governance report. The company must submit a report concerning corporate governance. TSE will make this information available for public inspection before and after listing.
Facilitating the exercise of voting rights. The company must send to each beneficial holder of foreign shares, two weeks prior to the general shareholders' meeting:
- An instruction sheet (for the beneficial holder's use in providing voting instructions).
- A reference document that explains how the beneficial holder can provide voting instructions.
[Last updated: 1 January 2024, unless otherwise noted]
Initial listing and listing examination fees range from an aggregate of ¥4.5 million (plus an additional fee) for a secondary listing to ¥19 million for a primary listing (approx. US$31,950 to US$134,900). If the TSE Prime Market is the company's main market, the annual listing fee ranges from ¥960,000 to ¥4,560,000 (approx. US$6,816 to US$32,376). If the company's main market is not the TSE, the annual listing fee ranges from ¥120,000 to ¥840,000 (approx. US$852 to US$5,964). If the TSE is the main market, a public offering fee/additional listing fee and TD-net user fee are also charged.