[Last updated: 1 January 2024, unless otherwise noted]
There are no jurisdictions of incorporation or industries that would not be acceptable for a listed company.
The main eligibility criteria for listing equity securities on Euronext Paris, are:
- A minimum distribution of 25% of share capital or a lower percentage determined by Euronext which cannot be lower than 5% and must represent at least €5 million of the subscription price (approximately US$5.53 million).
- Three years of audited financial statements.
- Compliance with one of the following accounting standards (see sections 3 and 4 for more information about accounting standards):
- International Financial Reporting Standards (IFRS) if the issuer is incorporated in an EEA member state.
- IFRS or accounting standards deemed equivalent (US, Japanese, Chinese, Canadian, Indian or South Korean GAAP if the issuer is incorporated outside of the EEA.
- A regulator-approved prospectus.
In order to list its securities, a company must have three years of audited accounts or pro forma accounts. However, exemptions may be available in certain circumstances, as set out in the EU Prospectus Regulation, which is applicable in the EEA (the Prospectus Regulation), and its implementing texts. For example, Euronext will grant dispensation from this requirement to mineral companies (being companies with material mineral projects) if the companies concerned have otherwise made available the necessary information allowing an informed judgment of their company, their financial situation and their business according to the EU Prospectus Regulation. There are no ownership requirements applicable to the listing of a company's securities, and there are no ongoing financial requirements after the initial listing.
The Euronext Rule Book does not contain specific corporate governance provisions (see also section 5 below).
An issuer of equity securities such as shares or equivalent equity securities must appoint a listing agent for the first admission to listing of its securities. The listing agent must assist and guide the company in connection with the admission to listing of its securities on Euronext Paris. The tasks and responsibilities of the listing agent include assisting the company with the application for admission to listing of the relevant securities and the listing process, ensuring that the documentation to be provided to Euronext Paris in connection with the admission to listing is complete and accurate, acting as primary contact and liaison agent vis-à-vis Euronext Paris in relation to the admission to listing, and ensuring that adequate procedures are in place for the clearing and settlement of the securities concerned. The listing agent must be a Euronext member, but at the request of the company and depending on the type of transaction involved (for example in the event there is no capital raising or subsequent admission) Euronext Paris can determine that also non-Euronext members can act as listing agent.
Certain additional rules also apply for foreign companies listing on Euronext Paris, except for listings on the Professional Segment:
- In the case of an underwritten initial public offering, the underwriters must certify to the AMF that they have exercised customary professional diligence and found no inaccuracies or material omissions likely to mislead investors or affect their judgment.
- The issuer's auditors must prepare a completion letter for their work on the prospectus. The issuer must email a copy of the completion letter to the AMF before the AMF issues its approval of the prospectus.
- Foreign issuers must appoint and elect domicile with a correspondent in France. The correspondent must be authorized to receive any and all correspondence from the AMF, and forward to the AMF all documents and information provided for in laws and regulations, or in response to requests for information from the AMF under the powers granted to it by laws and regulations.
Foreign issuers must also provide Euronext Paris with a certification (in French) by the consular authorities in France or by a legal opinion issued by a law firm that the documents submitted by the issuer are in conformity with the laws and practices of its country of origin.
There is no requirement for a company to conduct one or more interviews with the exchange, nor is there any requirement for listed companies to have and/or maintain a minimum number of security holders or a minimum trading price for their securities.
A company must ensure that its listed securities are freely transferable and negotiable, but exceptions can be granted (such as in the case of a shareholders agreement). There are no requirements to place shares into escrow (or otherwise restrain them from being traded, such as through "lock-in" or "lock-up" arrangements) in connection with a listing. However, lock-up agreements with underwriters are common in France in connection with public offerings.
The currency denomination of securities may be either US Dollars (US$) or Euros (€). Issuers must appoint a paying agent that is a member of Euroclear France (the French Central Depository System) to centralize the payment of dividends (if any) and other corporate actions.
Below is a table of the main eligibility criteria for the listing of a company on Euronext Access Paris, Euronext Growth Paris and Euronext Paris (A/B/C compartments).