Nasdaq requires at least 300 round lot holders for listing on the Nasdaq Capital Market, 400 round lot holders for listing on the Nasdaq Global Market, or 450 round lot holders for listing on the Nasdaq Global Select Market. If it is not clear from a company's public disclosures that it satisfies these round lot shareholder requirements, Nasdaq will typically request from the issuer, and review, registered shareholder lists from the company's transfer agent, data from Cede & Co about shares held in street name, and data from other providers showing the number of account holders, such as a share range analysis from Broadridge or a list of beneficial holders through a broker/dealer search.

Nasdaq will aggregate information on these lists for accounts held by the same person to eliminate duplicates from the count, including individual and retirement accounts for the same person. Nasdaq may also aggregate accounts that appear to represent a single investment decision, such as separate accounts for an individual and his or her minor children. In general, Nasdaq will seek to insure that each account represents a separate investment decision by a bona fide holder and, for this reason, would also exclude accounts that only hold shares that were given as gifts or for minimal consideration to the holder, especially if such gifts were made to allow the company to satisfy Nasdaq's listing requirements.

Given the nature of this review, determining compliance with the holder requirement can be a time consuming process. Companies are therefore encouraged to work proactively with staff to facilitate this review and begin the process as soon as possible to allow the company to demonstrate compliance on the schedule it wishes.

• Exchange-Traded Funds
• Exchange-Traded Notes
• Managed Fund Shares (Active ETFs)
• Portfolio Depositary Receipts
• Selected Equity-Linked Debt Securities (SEEDS)
• Trust Issued Receipts
• Index-Linked Exchangeable Notes
• Equity Gold Shares
• Trust Certificates
• Commodity-Based Trust Shares
• Currency Trust Shares
• Commodity Index Trust Shares
• Commodity Futures Trust Shares
• Partnership Units
• Trust Units
• Managed Trust Securities
• Currency Warrants
• Index Warrants

Please contact Nasdaq Listing Qualifications at +1 301 978 8008 with questions about the listing of products not listed above.

Yes.  Please refer to our Initial Listing Guide for important information about Nasdaq's initial listing standards, application process and fees.

The Nasdaq Global Select Market is a tier of The Nasdaq Stock Market LLC, which has the highest initial listing standards of any stock market in the world. Companies listed on the Global Select Market must meet financial and liquidity requirements and satisfy corporate governance and disclosure requirements on both an initial and ongoing basis.

The same continued listing requirements apply to companies on the Nasdaq Global Select Market and the Nasdaq Global Market.

The Nasdaq Global Market, including the Nasdaq Global Select segment, is the successor to the Nasdaq National Market. As such, Nasdaq believes that all securities listed on the Nasdaq Global Market, including those on the Nasdaq Global Select Market, are ''covered securities,'' as that term is defined in Section 18(b) of the Securities Act of 1933.

At any time, a company currently listed on the Nasdaq Global Market can submit a transfer application to move its securities to the Nasdaq Global Select.  There are no application or entry fees associated with this application, which is available electronically through the Listing Center.

For detailed information on Nasdaq listing standards see the Initial Listing Guide and the Continued Listing Guide.

• The reasons why the company uses a VIE structure for its business(es);
• Whether the company has a plan to unwind or dissolve the VIE structure in the future, especially if restrictions on foreign ownership are eased or lifted;
• Whether there is a legally enforceable power of attorney or similar document that confers upon the company all legal rights of the VIE(s), including the right to all economic benefits and the ability to exercise control over the VIE’s operations, assets and employees;
• Whether the company has obtained legal opinions from local counsel regarding, among other things: (i) the legality of the VIE structure under applicable law and regulations; (ii) the enforceability of the contractual arrangements that underlie the VIE structure; and (iii) whether the successors or assignees of the VIE’s shareholder(s) are bound by and subject to the VIE contracts;
• Whether there are any government or regulatory rulings relevant to the use and legality of the company’s VIE structure(s) and whether there are any objections or concerns raised by governmental entities or regulatory authorities regarding the use of a VIE structure;
• Whether the company has obtained all necessary government and regulatory approvals to operate the VIE business(es); Whether the VIE structure allows the company to consolidate the financial results of the VIE(s) under applicable accounting principles;
• Whether any of the VIE shareholders are also officers, directors or employees of the company or any subsidiary and, if so, a description of any arrangements or structures to address conflicts of interest that may arise under such circumstances;
• Whether the company is required to and has the ability to repatriate revenues generated by, or amounts advanced to, the VIE business(es).

Ordinarily a SPAC will acquire an operating business and, if there is any failure to demonstrate compliance with the initial listing requirements at that time, Nasdaq would initiate proceedings to delist the combined entity. That entity could appeal the delisting notice and may remain listed during the appeal process. If the entity demonstrates compliance with the initial listing requirements during the pendency of the appeal, the appeal generally would become moot and the combined entity would be allowed to remain listed.

However, Nasdaq has also observed that certain SPACs may structure their transaction where the target operating business acquires the SPAC or a new entity is formed to acquire both the SPAC and the target operating business. In these cases, the new entity will be a new Registrant with the SEC and will seek to initially list at the time of the business combination; the currently listed SPAC will cease to exist as a separate entity. Because a new entity is seeking listing and Nasdaq would be required to certify to the SEC that this entity meets all listing requirements before listing the entity, Nasdaq is unable to list the combined entity until it demonstrates compliance with all applicable initial listing requirements. As such, in these instances, the combined entity would not be listed after the business combination if it has not demonstrated compliance with all initial listing requirements, including the minimum round lot shareholders requirement.

It should be noted that in many instances SPACs completing business combinations have difficulty verifying the number of round lot shareholders in a timely manner given the challenges involved in determining shareholder numbers generally and the additional complications that result from the ability of SPAC shareholders to redeem their holdings for cash at the time of the business combination. Please see FAQ #1415 which discusses how Nasdaq determines compliance with the minimum round lot shareholder requirement for initial listing.

Nasdaq's formal name, which should be included in SEC filings that ask for the name of the exchange where the company is, or will be, listed or registered, is The Nasdaq Stock Market LLC.

Under Nasdaq Rule 5005(a)(37), “Restricted Securities” are securities that are subject to resale restrictions for any reason, including, but not limited to, securities: (1) acquired directly or indirectly from the issuer or an affiliate of the issuer in unregistered offerings such as private placements or Regulation D offerings; (2) acquired through an employee stock benefit plan or as compensation for professional services; (3) acquired in reliance on Regulation S, which cannot be resold within the United States; (4) subject to a lockup agreement or a similar contractual restriction; or (5) considered “restricted securities” under Rule 144.

Shares that are subject to an underwriters’ lockup are Restricted Securities for purposes of this rule.  In addition, any securities considered “restricted securities” under U.S. federal securities laws are Restricted Securities for purposes of Rule 5005(a)(37).

Nasdaq will consider securities issued through an employee stock benefit plan or as compensation for professional services to be “restricted securities” if such plan or compensation was established in accordance with Rule 701 of the Securities Act of 1933 and the securities issued are considered "restricted securities" thereunder, or if the securities are otherwise considered restricted securities under U.S. federal securities laws.

Securities issued in a private placement would be considered restricted securities until all actions necessary to remove the restrictive legend have been taken.  For example, in many cases, a company must provide its transfer agent with a legal opinion about the transferability of shares before the transfer agent will remove the restrictive legend from those shares.  In such a case, the shares will be considered "Restricted Securities" until such an opinion is provided and the shares can be freely transferred.

Shares issuable upon the automatic conversion of a convertible security at the time of the company’s IPO would not be considered "Restricted Securities" and therefore those shares would be included in the calculation of unrestricted public float, provided the shares issuable upon conversion are included on the issuer’s registration statement or otherwise registered or exempt from registration, convert automatically upon the IPO with no further actions required by the holder or company, and are otherwise freely tradeable on the IPO day. If the securities contain a restrictive legend that requires any action by the holder or company to remove, or the securities will not be freely tradeable upon the IPO day for any reason, the securities would be considered "Restricted Securities" and excluded from the calculation of unrestricted public float.

Securities for which there is an effective resale registration statement may still be considered "Restricted Securities" if there are other actions that the company or investor must take before those shares are freely transferable.  For example, if the company must provide an opinion of counsel to the transfer agent before the shares are transferable, then the shares would be considered "Restricted Securities" until such opinion is provided, notwithstanding the effective registration statement.  However, if a company provides, and the transfer agent accepts, a blanket opinion permitting the resale of those securities in the future, and there are no other actions that the company or investor must take to remove the restrictive legend on the securities, Nasdaq would not consider the securities to be "Restricted Securities".

At least 50% of the minimum required number of round lot holders for the applicable market tier must each hold unrestricted securities with a market value of at least $2,500. For example, if a company is seeking to list on the Nasdaq Global Market, it must have at least 400 round lot holders, and at least 200 of those round lot holders must each hold unrestricted securities with a market value of at least $2,500. If the company has 600 round lot holders, and therefore exceeds the minimum 400 round lot holders, the same minimum requirement applies and at least 200 of those round lot holders must each hold unrestricted securities with a market value of at least $2,500.

• Margin of compliance (the amount by which the price is above the minimum standard);
• Trading volume (a lack of trading volume may indicate a lack of bona fide market interest in the security at the posted bid price);
• Where applicable, the market maker montage (the number of market makers quoting at or above the minimum required bid and the size of their quotes); and,
• The trend of the stock price (is it up or down?).