[Last updated: 1 February 2026, unless otherwise noted]

Jurisdiction of issuer

There are technically no unacceptable jurisdictions of incorporation for companies seeking to list on the TSX. However, if an applicant's jurisdiction does not require incorporated companies to provide certain shareholder protections, the TSX may require certain amendments be made to a company's articles of incorporation (or equivalent document) as a condition of listing. Additional scrutiny may be faced by entities organized in or with principal properties or businesses located in emerging market jurisdictions.

Apart from TSX regulations, the Canadian federal government also maintains restrictions on economic activities between Canada and certain foreign countries. While the specific extent of the sanctions varies by country, Canada currently maintains sanctions or restrictions against the following countries: Belarus, Central African Republic, China, Democratic People's Republic of Korea (North Korea), Democratic Republic of the Congo, Guatemala, Haiti, Iran, Iraq, Lebanon, Libya, Moldova, Myanmar, Nicaragua, Russia, Somalia, South Sudan, Sri Lanka, Sudan, Syria, Ukraine, Venezuela, Yemen and Zimbabwe. While federal legislation may not directly prohibit listing on the TSX, it may, depending on the country involved, restrict a foreign company's ability to trade its shares or raise capital through its TSX listing.

TSX listing requirements

The TSX divides applicants into the following sectors: industrial companies, mining companies, and oil and gas companies. Listing requirements for the TSX are determined by an applicant's sector and its stage of development. The TSX may take into account any factors it considers relevant in assessing the merits of a listing application and may refuse to grant an application notwithstanding the prescribed minimum listing requirements, as set out below, are met. There are no unique requirements for a foreign company, and there are no distinctions made between a primary and secondary listing.

Listing categories for each sector and minimum listing requirements

Diversified companies. There are three categories under the diversified sector: (i) income & revenue-producing companies; (ii) pre-income-producing companies, and (iii) new enterprise companies.

• Income & revenue-producing companies must have:

  • Operations: either (A) annual audited pre-tax net income from continuing operations of C$750,000 (approximately US$546,465) in the fiscal year immediately preceding the TSX listing application (Income Test); or (B) annual audited revenue of C$10,000,000 (approximately US$72,862) in the fiscal year immediately preceding the TSX listing application (Revenue Test).

  • Funding: if the Income Test is met, either (a) positive working capital in the most recent interim and audited annual periods or (b) alternate evidence of liquidity; or, if the Revenue Test is met, either (A) positive pre-tax cash flow from operations evidenced in the most recently completed audited annual and interim financial statements; or (B) 12-month run rate calculation¹ demonstrating sufficient funding for the period.
  • Market Support: market capitalization of at least C$100 million (approximately US$72.86 million).
• Pre-income producing companies must have:
  • Operations: either (A) an audited income statement demonstrating at least one year of operating expenses to advance the business (Expenses Test); or (B) assets under construction reported in an audited balance sheet along with signed imminent leases (Lease Test).
  • Funding: if the Expenses Test is met, a 24-month run rate calculation demonstrating sufficient funding for the period; or, if the Lease Test is met and the primary business is to generate rental revenue from constructed assets, a 12-month run rate calculation demonstrating sufficient funding for the period.
  • Market Support: market capitalization of at least C$50 million (approximately US$36.43 million).
• New enterprise companies must have:
  • Operations: (A) evidence acceptable to the TSX of management experience and expertise; and (B) proof of business concept.
  • Funding: either (A) an equity raise of C$100 million (approximately US$72.86 million) in the six months preceding the TSX listing application along with a 12-month run rate calculation demonstrating sufficient funding to advance the project per stated targets identified in a feasibility report (12-month Test); or (B) a 24-month run rate calculation demonstrating sufficient funding to advance the project as per stated targets identified in a feasibility report (24-month Test).
  • Market Support: if the 12-month Test is met, market capitalization of at least C$100 million (approximately US$72.86 million); or if the 24-month Test is met, market capitalization of at least C$200 million (approximately US$145.72 million).

Mining companies. There are three categories under the mining companies sector: (i) producing mining companies, (ii) mineral exploration and development-stage companies, and (iii) senior mining companies.

• Producing mining companies must have:
  • Proven and probable reserves to provide a mine life of at least three years on a qualifying property, detailed in a report by an independent qualified person², together with evidence satisfactory to the TSX indicating a reasonable likelihood of future profitability supported by a feasibility study or documented historical production and financial performance.
  • Either be in production or have made a production decision on the qualifying property.
  • An 18-month run rate calculation demonstrating sufficient funding to bring the qualifying property into commercial production and adequate working capital to fund all budgeted capital expenditures and carry on the business, signed by a qualified person.
  • Positive working capital in the most recent interim and audited annual periods or alternate evidence of liquidity.
  • Market capitalization of at least C$50 million (approximately US$36.43 million).

  Industrial mineral companies (those with properties containing minerals which are not readily marketable) not currently generating revenues from production will normally be required to submit commercial contracts to the TSX in addition to meeting the above requirements.

• Mineral exploration and development-stage companies must have:
  • An advanced exploration property, detailed in a report prepared by an independent qualified person. The TSX will generally consider a qualifying property to be sufficiently advanced if supported by a current mineral resource estimate and/or a current reserve estimate as defined in NI 43-101.
  • Planned work program of exploration and/or development, of at least C$5 million (approximately US$3.64 million), that is satisfactory to the TSX, will sufficiently advance the property and is recommended by a qualified person.
  • An 18-month run rate calculation demonstrating sufficient funds to complete the planned program of exploration and/or development on the company's property and meet estimated general and administrative costs, anticipated property payments and capital expenditures for the period, signed by a qualified person
  • Positive working capital in the most recent interim and audited annual periods or alternate evidence of liquidity.
  • Market capitalization of at least C$50 million (approximately US$3.64 million).

A company must hold or have a right to earn and maintain at least a 50% interest in the qualifying property. Companies holding less than a 50% interest, but not less than a 30% interest, in the qualifying property may be considered on an exceptional basis, based on program size, stage of advancement of the property and strategic alliances. Where a company has less than a 100% interest in the qualifying property, the program expenditure amounts attributable to the company will be determined based on its percentage ownership.

• Senior mining companies must have:
  • Annual audited pre-tax net income from continuing operations in the fiscal year immediately preceding the TSX listing application.
  • Audited pre-tax cash flow from operations of C$1.25 million (approximately US$910,775) in the fiscal year immediately preceding the TSX listing application and an average of C$900,000 (approximately US$655,758) for the two fiscal years immediately preceding the TSX listing application.
  • Proven and probable reserves to provide a mine life of at least three years, detailed in a report prepared by an independent qualified person.
  • Adequate working capital to carry on the business and positive working capital in the most recent interim and audited annual periods or alternate evidence of liquidity.
  • Market capitalization of at least C$100 million (approximately US$72.86 million).

Oil and gas companies. There are two categories under the oil and gas companies sector: (i) oil and gas companies, and (ii) senior oil and gas companies.

• Oil and gas companies must have:
  • Operations: proved and probable reserves of C$100 million (approximately US$72.86 million), the majority of which is proved.
  • Funding: either (A) positive pre-tax cash flow from operations evidenced in the most recently completed audited annual and interim financial statements; or (B) a 12-month run rate calculation demonstrating sufficient funding for the period.
  • Market Support: market capitalization of at least C$50 million (approximately US$36.43 million).
• Senior oil and gas companies must have:
  • Operations: proved reserves of C$100 million (approximately US$72.86 million);
  • Funding: both (A) average production rate of 10,000 barrels of oil equivalent per day for the most recently completed quarter; and (B) positive pre-tax cash flow from operations evidenced in the most recently completed audited annual and interim financial statements.
  • Market Support: market capitalization of at least C$100 million (approximately US$72.86 million).

Sponsorship

The TSX requires a sponsorship report prepared by a TSX Participating Organization if:

• The applicant has not filed a prospectus for an offering of securities underwritten by a Participating Organization within six months prior to the date of listing, unless graduating from the TSXV;
• The application is related to an emerging market jurisdiction; or
• The TSX is concerned about governance issues, management’s personal information forms and/or experience or title and ownership of resource property.

The TSX has discretion to require sponsorship for other reasons, particularly where there are facts and circumstances unique to the business, management or key assets.

Sponsoring Participating Organizations are required to complete what is basically a due diligence report on the applicant. The sponsor is responsible for reviewing and providing comments in writing on the following, as applicable:

• The company's qualifications for meeting all relevant listing criteria;
• The listing application together with all supporting documentation filed with the application for adequacy and completeness.
• All matters related to the applicant company and the adequacy of disclosure made to the TSX.
• The company, its financial position and history, its business plan, its managerial expertise, any material transactions and all business affiliations or partnerships, and the likelihood of future profitability or viability of any exploration program.
• Visits to and/or inspections of the company’s principal facilities, offices and/or properties;
• Any forecasts, projections, capital expenditure budgets, and independent technical reports, including the assumptions used in their development, submitted in support of the company's listing application.
• Any future-oriented financial information that has been provided with the application (including any run rate calculations).
• Management’s experience and technical expertise relevant to the company’s business, mining projects or oil and gas projects, as applicable.
• For mining companies and oil and gas companies, issues and material agreements relating to land tenure for the company’s principal properties, including the political risk, legal system, ability to mine/extract, terms for maintaining mineral/extraction rights, legal impediments and any impediments to maintaining or securing the property.
• For oil and gas companies, issues specific to oil and gas companies and the company’s price sensitivity analysis, if required.
• The company's press releases and financial disclosures during at least the past 12 months to assess whether the company has complied with appropriate disclosure standards.
• The past conduct, including history in the capital markets, of officers, directors, promoters and major shareholders with a view, among other things, to ensuring that the business will be conducted with integrity, in the best interests of its security holders and the investing public, and in compliance with the rules and regulations of the TSX and all other regulatory bodies having jurisdiction.
• All other factors deemed relevant by the sponsor.

Requirements for continued listing

While there are several non-financial requirements that a TSX company must fulfil to maintain a listing, the following general financial conditions may, if met, give rise to delisting:

• The company's financial condition is such that, in the opinion of the TSX, it is questionable as to whether the company will be able to continue as a going concern. TSX will consider, among other things, the company's ability to meet its obligations as they come due, its working capital position, quick asset position, total assets, capitalization, cash flow and earnings, as well as accountants' or auditors' disclosures in financial statements regarding the company's ability to continue as a going concern.
• The company has ceased, or has expressed an intention to cease, to be actively engaged in any ongoing business.
• The company has discontinued or divested a substantial portion of its operations, reducing its business.

In addition, the TSX will normally consider delisting the securities of a company if, in the TSX's opinion, the public distribution, price, or trading activity of the securities has been so reduced as to make further dealings in the securities on TSX unwarranted. Specifically, participating securities may be delisted if:

• The market value of the company's issued securities that are listed on the TSX is less than C$3 million (approximately US$2.19 million) over any period of 30 consecutive trading days;
• The market value of the company's freely tradable, publicly held securities is less than C$2 million (approximately US$1.46 million) over any period of 30 consecutive trading days;
• The number of freely tradable, publicly held securities is less than 500,000; or
• The number of public security holders, each holding a board lot or more, is less than 150.

In addition to the general financial delisting thresholds identified above, the following industry-specific requirements may also give rise to delisting:

• Diversified companies. The company fails to have total assets of at least C$3 million (approximately US$2.19 million) and annual revenue from ongoing operations of at least C$3 million in the most recent year. These criteria do not apply to a research and development company; however, such a company may be delisted if it has failed to spend at least C$1 million (approximately US$728,620) on research and development, acceptable to the TSX, in the most recent year.
• Resource companies. In the most recent year, the listed company (a) has failed to carry out at least C$350,000 (approximately US$255,017) of exploration and/or development work that is acceptable to the TSX and has failed to generate revenue of at least C$3 million (approximately US$2.19 million) from the sale of resource-based commodities or (b) does not have adequate working capital and an appropriate capital structure to carry on its business.

Corporate history

There are no specific requirements with respect to trading or operational history that a foreign company must demonstrate to list its securities on the TSX. However, in the initial listing requirements for some listing categories for the TSX, a company must provide details regarding its operational history. For example, a company seeking to list on the TSX under the income & revenue producing category of the diversified companies sector would be required to have annual audited pre-tax net income from continuing operations in the prior fiscal year of C$750,000 (approximately US$546,465) or annual audited revenue of C$10,000 (approximately US$7,286). This would require at least some review of operational history. Nonetheless, there are other categories, such as New Enterprise Companies that do not have such history requirements.

Even if a company meets the minimum requirements of the TSX, as discussed above, a company may require sponsorship for which a Participating Organization is required to complete what is basically a due diligence report on the applicant—a process that will likely involve an investigation of the company's trading/operational history.

Ownership

The TSX does not mandate any ownership requirements in the listing of a foreign company's securities. However, there are a number of restrictions set by both federal and provincial law with respect to foreign investments in Canada.

For example, under the federal Investment Canada Act (ICA), acquisitions of control of Canadian businesses are either subject to notification (which, generally, may be filed post-closing) or reviewable pre-closing, and foreign investments to establish new businesses are notifiable. Generally, direct acquisitions of a Canadian business with assets greater than C$5 million (approximately US$3.64 million) and the indirect acquisition of a Canadian business with assets greater than C$50 million (approximately US$36.43 million) by a foreign investor that is not from a World Trade Organization (WTO) member country, are subject to pre-closing foreign investment review and approval. However, direct acquisitions involving WTO member countries or acquisitions by investors from European Union member states as well as the United States of America, Mexico, United Kingdom, Australia, Brunei, Chile, Japan, Malaysia, New Zealand, Singapore, Vietnam, Peru, Colombia, Panama, Honduras and South Korea (Trade Agreement Investors) benefit from higher thresholds. Such threshold for direct acquisitions by Trade Agreement Investors that are not state-owned enterprises is currently C$2.18 billion (approximately US$1.59 billion) in enterprise value. For direct acquisitions involving other WTO investors that are not state-owned enterprises the threshold is currently C$1.45 billion (approximately US$1.06 billion) in enterprise value. Indirect acquisitions by WTO investors are subject to notification only. Reviewable investments by non-Canadians are subject to a “net benefit” to Canada test, and undertakings or other conditions of approval generally apply. Particular rules also apply to investments involving state-owned enterprises and cultural businesses.

In addition, there are certain industry-specific restrictions on foreign ownership with respect to broadcasting, and for radio communications and telecommunications carriers that exceed a revenue threshold. There are also federal or provincial regulations with respect to foreign investments in aviation, book publishing and selling, collection agencies, engineering, farming, fisheries, natural resources, liquor sales, mining, oil and gas, optometry, pharmacies, banking, insurance and financial services.

The Minister of Industry also has broad powers to examine any investment (including minority investments) in Canada made by a non-Canadian on the basis of national security.

Finally, recent amendments to the ICA will impose a pre-closing filing requirement for investments in "sensitive sectors", which are to be defined by regulations. Details of this filing requirement are expected to be released in the near future following the effective date of this publication. 

Management

Before the TSX will accept the initial listing of an applicant, certain individuals associated with the applicant are required to complete a personal information form. For TSX applicants, this form must be completed by every officer, director, insider, any person who beneficially owns or controls, directly or indirectly securities carrying greater than 10% of the voting rights attached to all outstanding voting securities of the applicant, and each person that is or will be a promoter or providing investor relations, promotional or market maintenance services for the applicant, as well as any individual so requested by the TSX or a securities regulatory authority.

Overall, in the initial application stage, an applicant must demonstrate that its management team has the capacity to fulfil the corporate governance requirements expected of listed companies. This means, for example, that the management team is shown to be experienced and balanced, with sufficient directors and senior executives with a proven record in managing public companies. Furthermore, it is expected that management demonstrate a "public company mindset," particularly with regard to financial reporting, by eliminating such things as questionable accounting policies. Companies are required to have at least two independent directors, a chief executive officer (CEO), a chief financial officer (CFO) who is not also the CEO, and a corporate secretary.

Sponsors and interviews

Sponsors may only be selected from among a list of Participating Organizations recognized by the TSX. All sponsors are required to draft sponsorship reports that vary depending on an applicant's listing category. Once a company is listed, there is no requirement to obtain a compliance adviser.

A foreign company seeking to list on the TSX is not specifically obligated to carry out one or more interviews with the exchange. However, the sponsorship process likely involves one or more interviews between the sponsor and the applicant.

Escrow

A non-exempt TSX listing applicant with a market capitalization under C$100 million (approximately US$72.86 million) immediately after completion of its IPO is subject to National Policy 46-201, Escrow for Initial Public Offerings. An exempt issuer or non-exempt issuer with at least C$100 million in market capitalization immediately after completion of its IPO is not required to comply with the national policy referred to above.

In addition, the TSX generally applies the escrow policy to issuers that conducted their IPOs outside of Canada within the 12 months preceding the date of the TSX listing application and issuers that apply to list on the TSX by way of, among other things, reverse takeover transactions. The TSX also has the discretion to exempt an issuer from the provisions of its escrow policy or impose restrictions on an issuer beyond those contained in its escrow policy.

Public float

At the time of listing. All TSX applicants must have at least 1,000,000 freely tradable shares. The securities must be held by at least 300 public holders, each holding one board lot or more. In circumstances where public distribution is achieved other than by way of a public offering, for example by way of a reverse take-over, share exchange offer or other distribution, the exchange may require evidence that a satisfactory market in the company's securities will develop. Prior trading on another market or sponsorship by a Participating Organization, which will assist in maintaining an orderly market, may satisfy this condition.

After listing. As mentioned above, participating securities of a TSX-listed company may be delisted if the number of freely tradable, publicly held securities is less than 500,000 or the number of public security holders, each holding a board lot or more, is less than 150.

Currency, settlement and presence

Securities may be listed on the TSX in either Canadian or US dollars.

There is no requirement for a TSX-listed issuer to have its securities settled with a particular clearing system. However, every listed company must maintain transfer registration facilities in accordance with the TSX requirements.

International interlisted issuers (that is, issuers incorporated or organized outside of Canada and listed on another exchange) are "generally required" to have some presence in Canada and must be able to demonstrate that they are able to satisfy all of their reporting and public company obligations in Canada. This may be satisfied by having a member of the board of directors or management, an employee or a consultant of the issuer situated in Canada.

[1] “Run rate calculation” is an extrapolation of current financial performance, assuming that current conditions continue but accounting for seasonality and other significant factors in the issuer’s operating cycle, subject to certain adjustments.

[2 Reports prepared by independent qualified persons, and the acceptability of the authors, shall conform to National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) and be acceptable to the TSX.