[Last updated: 1 January 2024, unless otherwise noted]
For all companies seeking a listing on the Luxembourg Stock Exchange (Bourse de Luxembourg) (more commonly referred to as the LuxSE):
- Audited historical financial statements: 3 years for equity securities, 2 years for debt securities. Exemption from the obligation to provide historical financial statements is generally granted to special purpose vehicles. Interim financial statements and pro forma financial statements may also be required. The form and content of the financial information depends on the type of securities and the Luxembourg market where they will be listed.
- Additional criteria based on the type of securities issued:
Shares. (i) the foreseeable stock market capitalization of the shares to be listed must be at least €1 million (approximately US$1.11 million) or the equivalent amount in another currency, and (ii) the shares must be sufficiently distributed to investors so that a liquid market can develop -the shares are deemed to be sufficiently distributed if at least 25% of the subscribed capital represented by the category of shares listed is distributed to investors or when, due to the high number of shares and units of the same category and the extent of their distribution to investors, proper operation of the market is assured with a lower percentage.
Debt securities. (i) the minimum amount of the issuance is €200,000 (approximately US$221,000) or the equivalent amount in another currency, (ii) 2-years financial statements of the guarantors, if any.
[Last updated: 1 January 2024, unless otherwise noted]
Share price. There is no minimum closing or offering price for shares to be listed, but the LuxSE in practice will be reluctant to accept penny stock.
Presence in Luxembourg. Foreign issuers have no obligation to maintain a presence in Luxembourg. In particular, no corporate records need to be kept in Luxembourg by the sole reason of the listing on the LuxSE. Issuers of debt securities must however appoint a Luxembourg paying agent.
Accounting standards. For a Regulated Market listing, the accounts should generally be prepared under IFRS, or for an issuer incorporated outside the EEA, the accounts should be prepared either under IFRS or under US, Canadian, Chinese, Korean or Japanese GAAP or (for a limited period) under Indian GAAP. For a Euro MTF listing the financial statements may be prepared under GAAP applicable in the home jurisdiction of the issuer.
Financial statements. Financial statements of the issuer and guarantors for the past two financial years must be provided with the listing application. In addition, interim financial statements need to be prepared if the last approved financial statements are dated more than nine months after the end of the last audited financial year. If such interim financial information is unaudited, it must be stated in the prospectus.
Operating history. In principle, issuers need to have closed three financial years in order to submit a listing application. Exemption from this obligation may be granted by the LuxSE.
Listing involves the Financial Supervision Commission (Commission de Surveillance du Secteur Financier or CSSF) or the LuxSE, depending whether the securities are listed on the Regulated Market or the Euro MTF. The following is a fairly typical process and timetable for a listing of shares of a foreign issuer on the Regulated Market.
Note: for admission to listing of debt securities, whether on the Regulated Market or the Euro MTF the process and timetable are comparable, save that the prospectus approval may be shortened to one to three weeks.
[Last updated: 1 January 2024, unless otherwise noted]
Foreign issuers have no obligation to comply with Luxembourg corporate governance rules. Foreign issuers must nevertheless comply with their home jurisdiction corporate governance obligations.
Luxembourg issuers of shares listed on the Regulated Market are subject to the Ten Principles of Corporate Governance of the LuxSE.
Luxembourg issuers of securities listed on the Regulated Market have, among others, the obligation to establish an audit committee, unless they qualify as small or medium-sized enterprise, undertaking for collective investment, issuer of asset-backed securities, or a subsidiary of an entity which has established an audit committee.
Luxembourg issuers of securities listed on the Euro MTF (Luxembourg or foreign) are not subject to Luxembourg corporate governance obligations.
[Last updated: 1 January 2024, unless otherwise noted]
A company seeking to list must pay both initial listing fees and annual fees to the LuxSE and the CSSF (if the prospectus is subject to CSSF approval). The LuxSE applies listing fees of €3,000 (approximately US$3,315) and approval fees (where applicable) of €3,000 for the listing of shares and units of EU-domiciled investments funds. Additional fees of a lower amount are payable for the listing of new securities. The LuxSE applies yearly maintenance fees for the administrative work which amount depends, among others, on the securities listed: for debt securities from €500 to €900 (approximately US$553 to US$995); for warrants €300 (approximately US$332); for shares and depositary receipts yearly maintenance fees amount to a minimum of €2,600 (approximately US$2,873) for the first quotation line. Additional fees are payable for each following quotation line.