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

In making its application to list on the TSX, an applicant must file a number of documents in addition to the listing application, including a principal listing document, as well as other documents to be filed both together with the principal listing document and after the applicant is conditionally approved for its TSX listing.

The principal listing document

One of four documents must be filed with the TSX as the company's "principal listing document":

• Annual information form.
• Prospectus.
• Annual report for US issuers.
• Annual report for foreign private issuers (United States).

A company that chooses to submit a prospectus as its principal listing document must include a considerable amount of information. The main subject headings include:

Additional documents filed with the principal listing document

The following documents must be filed together with the principal listing document:

• A personal information form or declaration and a consent for disclosure of criminal record information form completed by each officer, director or person who beneficially owns or controls, directly or indirectly, securities carrying greater than 10% of the voting rights attached to all of the company's outstanding voting securities.
• Cheque for the listing application fee.
• The following financial statements, as applicable, unless included in the principal listing document or available on the System for Electronic Document Analysis and Retrieval (SEDAR+):
  • Audited financial statements for the most recently completed financial year, signed by two directors on behalf of the full Board.
  • Unaudited financial statements for the most recently completed financial quarter, signed by two directors on behalf of the full Board.
  • If the company has recently completed or proposes to complete a transaction such as a business acquisition or a significant disposition, and if that transaction would materially affect the company's financial position or operating results, the company must submit pro forma financial statements that give effect to the transaction.

Companies listing on the TSX are generally required to prepare their financial statements according to International Financial Reporting Standards, as applicable in Canada.

• For any applicant that is a mining or oil and gas company, the following initial documents must be submitted:
  • Full and up-to-date reports on the significant properties of the applicant.
  • A certificate from the author of the reports confirming that they have reviewed the disclosures in the principal listing document regarding the properties covered by the reports and consider the disclosure to be accurate to the best of their knowledge.
  • A statement of projected sources and uses of funds for a period of 18 months, including related assumptions, presented on a quarterly basis, prepared by management and signed by the CFO, unless the applicant is applying to be classified as an exempt issuer.
• For any applicant that is a technology company, a statement of projected sources and uses of funds, including related assumptions, for a period of 12 months, presented on a quarterly basis, prepared by management and signed by the CFO.
• For any applicant that is a research and development company, a statement of projected sources and uses of funds, including related assumptions, for a period of 24 months, presented on a quarterly basis, prepared by management and signed by the CFO.
• Certified copies of all charter documents, including Articles of Incorporation, Letters Patent, Articles of Amendment, Articles of Continuance, Articles of Amalgamation, partnership agreements, trust indentures, declarations of trust or equivalent documents. Applicants incorporated outside of Canada may be required to provide a reconciliation of the corporate laws in their home jurisdiction to those of the Canada Business Corporation Act.
• For any applicant with restricted voting securities, a copy of the take-over protection agreement (or coattail trust agreement) which meets, or will be amended to meet, the requirements of section 624(l) of the TSX Company Manual.
• One copy of every security-based compensation arrangement and any other similar agreement (a Plan) under which securities may be issued, together with a sample option agreement used for option grants if there is a Plan in place or all individual option agreements if the applicant has no Plan. If security holder approval was required for the Plan or agreement, include a copy of the approval.
• Copies of any agreements under which securities are held in escrow, pooled, or under a similar arrangement.
• Reports evidencing the number of freely tradable securities and the number of security holders for each class of securities to be listed, including warrants and convertible debentures.
• Sponsorship letter in draft form from a TSX Participating Organization, if applicable.
• Information required to update the principal listing document, including continuous disclosure filings such as material change reports, business acquisition reports, press releases and any other information required to make the listing application current. In addition, this information should include an updated chart of the trading history of the securities of the applicant up to the end of the month preceding the application to list on the TSX, if applicable.

Documents filed after conditional approval

The following documents are to be filed by companies listing on the TSX, once conditional approval of an application has been made:

• TSX listing application duly completed in final form. The certificate and declaration accompanying the listing application must be signed by:
  • The CEO.
  • The Corporate Secretary or the CFO, or, if not available, by another duly authorized senior officer of the applicant.
• A letter from the trust company which acts as transfer agent and registrar, stating that it has been duly appointed as transfer agent and registrar for the applicant and is in a position to make transfers and make prompt delivery of security certificates. The letter must state what fee, if any, is charged for transfers.
• Evidence of security ownership for each class of securities to be listed, as set out in Appendix D of the TSX Company Manual.
• For each class of securities to be listed, an unqualified letter from the entity which has the jurisdiction to assign CUSIPs confirming the CUSIP number assigned to each class of securities to be listed, and, if the company is incorporated outside of Canada, a confirmation from CDS that the securities to be listed on the TSX are eligible for clearing and settlement through CDS.
• A letter from legal counsel stating its opinion as to the validity of the company's existence and the proper creation and issuance of the securities.
• A copy of every material contract referred to in the listing application, if not already provided pursuant to a different requirement in this list and if not available in current form on SEDAR+.
• If applicable, an executed copy of the sponsor report, or sponsorship letter.
• A completed registration form for TMX LINX.

Regulatory review

The TSX will review the submissions and may require the company to respond to questions or comments and may request additional documents. If the company is using a prospectus, it will be subject to review by applicable Canadian securities regulatory authorities.

Timetable

The following is a typical process and timetable for a listing of a foreign company IPO through a prospectus offering on the TSX.

Link to Timetable

The TSX conducts background checks on key corporate personnel of listing applicants. If these individuals live abroad (as is often the case with foreign companies), this process can take more time than for domestic companies.