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Initial financial listing requirements

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

To qualify under the general standards, a company must meet one of the following financial standards:

  • Three years’ aggregate pre-tax income of at least US$10 million, with at least US$2 million in each of the two preceding years and positive income in all three years.
  • Three years’ aggregate pre-tax income of at least US$12 million, with at least US$5 million in the most recent fiscal year and US$2 million in the next most recent year.
  • Global market capitalization of at least US$200 million. Existing public companies must meet the minimum global market capitalization for a minimum of 90 consecutive trading days prior to receipt of clearance to make an application to list.

A “foreign private issuer” may also choose to qualify under alternate standards, typically by having at least one of the following:

  • Three years’ aggregate pre-tax income of at least US$100 million, with at least US$25 million in pre-tax income in each of the last two years.
  • Six months’ average global market capitalization of at least US$750 million and revenues of at least US$75 million in the most recent year.
  • Global market capitalization of at least US$500 million, revenues of at least US$100 million in the most recent 12-month period and three years’ aggregate cash flow of at least US$100 million (including at least US$25 million in cash flow in each of the last two years) (subject to certain adjustments).
  • For controlled companies, global market capitalization of at least US$500 million, at least 12 months of operating history, the company's parent or affiliated company is a listed company in good standing and the company's parent or affiliated company retains control of the entity or is under common control with the entity.

An “emerging growth company” that avails itself of certain provisions under the US securities laws allowing the company to report only two years of audited financial statements may qualify under alternate tests.

Other initial listing requirements

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

Share price. Shares must have a closing price (or, if listing in connection with an IPO, an offering price) of at least US$4.

Distribution. To list its existing securities or to transfer its listing to the NYSE, a company must have at least 1.1 million publicly held shares and meet one of the following three criteria:

  • At least 400 holders of 100 shares or more and an average monthly trading volume of at least 100,000 shares for the most recent six months.
  • At least 2,200 total shareholders and an average monthly trading volume of at least 100,000 shares for the most recent six months.
  • At least 500 total shareholders, with an average monthly trading volume of at least 1 million shares for the most recent 12 months.

To list securities in connection with an IPO, a company must have at least 400 holders of 100 shares or more and at least 1.1 million publicly held shares.

To list under the alternate “foreign private issuer” standards, a company must have at least 5,000 holders of 100 shares or more and at least 2.5 million publicly held shares worldwide.

Market value. The market value of public shares must be US$40 million for IPO companies under the general domestic standards and US$100 million for other companies.

Accounting standards. Audited financial statements must be prepared in compliance with US GAAP or IFRS (as issued by IASB), or, if prepared in compliance with local GAAP (including any non-IASB IFRS), they must be reconciled to US GAAP. Domestic issuers must have US GAAP financials.

Financial statements. The registration statement must generally include three years’ audited financial statements, provided that only two years of audited financials are required for "emerging growth companies".

Operating history. An operating history of three years is generally required.

Management continuity. The NYSE does not require any specific period of continuity of management.

Listing process

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

Listing involves registering the class of securities with the Securities and Exchange Commission. The SEC will typically review the registration statement, including the prospectus. The following is a fairly typical process and timetable for a listing of an issuer on the NYSE via underwritten public offering in the United States.

Link to Timetable

Corporate governance and reporting

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

Requirements for public companies generally include, among others:

  • Audit committee of independent directors, or a board of auditors or similar body.
  • CEO/CFO certifications in certain SEC filings.
  • Prohibitions on loans to executive officers.
  • Review of relationships with auditors.
  • Required reports by attorneys of evidence of material violations.
  • Protection of whistleblowers.
  • Code of ethics for senior and financial officers.
  • Potential forfeiture of CEO and CFO bonuses or certain other types of compensation, as well as the recovery of incentive-based compensation that is erroneously "received" by current and former executive officers for fiscal periods preceding the date of an accounting restatement.

A listed "foreign private issuer" must publicly disclose how its corporate governance practices differ from domestic NYSE companies'.

A listed company has disclosure and reporting obligations both to the NYSE and the SEC.

There are no US residency requirements for directors or officers.

Fees

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

A company seeking to list must pay an application fee, an initial listing fee and annual fees. The application fee is US$25,000 and the initial listing fee for common stock is a flat rate of US$300,000 and any additional class of common stock listed is a flat rate of US$5,000. Additional shares listed subsequently will require additional payments. The annual fee is a minimum of US$80,000 and increases depending on the number of shares listed. Additional costs include printing expenses and registration fees required by the SEC, as well as legal and accounting fees.