Major stock exchanges, like the Nasdaq, are exclusive clubs—their reputations rest on the companies they trade. As such, the Nasdaq won't allow just any company to be traded on its exchange. Only companies with a solid history and top-notch management behind them are considered.
The Nasdaq has four sets of listing requirements. Each company must meet at least one of the four requirement sets, as well as the main rules for all companies.
Listing Requirements for All Companies
- Each company must have a minimum of 1,250,000 publicly traded shares upon listing, excluding those held by officers, directors or any beneficial owners of more than 10% of the company.
- In addition, the regular bid price at time of listing must be $4.00, and there must be at least three market makers for the stock.
- However, a company may qualify under a closing price alternative of $3.00 or $2.00 if the company meets varying requirements.
- Each listing firm is also required to follow Nasdaq corporate governance rules 4350, 4351 and 4360.
- Companies must also have at least 450 round lot (100 shares) shareholders, 2,200 total shareholders, or 550 total shareholders with 1.1 million average trading volume over the past 12 months.
In addition to these requirements, companies must meet all of the criteria under at least one of the following standards.
Standard No. 1: Earnings
The company must have aggregate pre-tax earnings in the prior three years of at least $11 million, in the prior two years at least $2.2 million, and no single year in the prior three years can have a net loss.
Standard No. 2: Capitalization with Cash Flow
The company must have a minimum aggregate cash flow of at least $27.5 million for the past three fiscal years, with no negative cash flow in any of those three years. In addition, its average market capitalization over the prior 12 months must be at least $550 million, and revenues in the previous fiscal year must be $110 million, minimum.
Standard No. 3: Capitalization with Revenue
Companies can be removed from the cash flow requirement of the second standard if its average market capitalization over the past 12 months is at least $850 million and revenues over the prior fiscal year are at least $90 million.
Standard No. 4: Assets with Equity
Companies can eliminate the cash flow and revenue requirements, and decrease its marketing capitalization requirements to $160 million if their total assets total at least $80 million and their stockholders' equity is at least $55 million.
A company has four ways to get listed on the Nasdaq, depending on the underlying fundamentals of the company. If a company does not meet certain criteria, such as the operating income minimum, it has to make it up with larger minimum amounts in another area, like revenue. This helps to improve the quality of companies listed on the exchange.
After a company gets listed on the market, it must maintain certain standards to continue trading. Failure to meet the specifications set out by the stock exchange will result in its delisting. Falling below the minimum required share price, or market capitalization, is one of the major factors triggering a delisting. The exact details of delisting depend on the exchange.
(For related reading, see: Why Companies Change Exchanges.)