NASDAQ Listing Requirements
View the latest Nasdaq listing requirements in one place: financial standards, liquidity thresholds, corporate governance rules, and ongoing compliance essentials.
What is NASDAQ?
The National Association of Securities Dealers Automated Quotations (NASDAQ) is a national securities exchange ranked second in market capitalization to the NYSE and maintains its own listing requirements for each of its tiers. The NASDAQ was founded in 1971 and received SEC recognition in 2006.
With its constituent companies having a combined market capitalization of over $8.5 trillion, NASDAQ is the preferred marketplace for technology and biotechnology stocks. The exchange is well known for the high-volatility trading that takes place in its electronic marketplace. NASDAQ’s normal trading hours are between 9:30 am and 4:00 pm Eastern Time, with a pre-market session from 4:00 am to 9:30 am and a post-market session from 4:00 pm to 8:00 pm Eastern Time.
NASDAQ is segregated into three distinct tiers, with each having its own listing requirements:
- The NASDAQ Global Select Market, which has the most rigorous listing requirements of all three tiers, as well as any stock exchange around the globe.
- The NASDAQ Global Market (for companies that operate or sell their products/services internationally)
- The NASDAQ Capital Market (for companies wishing to raise capital)
Listing Requirements
Companies seeking to list their securities on NASDAQ must meet quantitative and qualitative requirements, as well as additional requirements that must be maintained throughout the listing. Companies must also adhere to corporate governance standards.
Before a company files a complete application, it may undergo a preliminary listing eligibility review. The Listing Qualifications staff will attempt to determine whether a company has met the numerical listing criteria by reviewing public filings and assessing whether the company has any regulatory concerns. A preliminary listing eligibility review is not the same as filing a formal application.
NASDAQ Global Select Market
Reserved for companies that meet the highest listing standards across all major exchanges worldwide.
NASDAQ Global Market
Designed for companies with international operations and global securities distribution.
NASDAQ Capital Market
Tailored for companies seeking to raise capital and establish a robust public market presence.
NASDAQ Global Select Market
Companies must meet all of the criteria under at least one of the four different financial standards:
| Financial Requirements | Standard 1: Earnings | Standard 2: Capitalization with Cash Flow | Standard 3: Capitalization with Revenue | Standard 4: Assets with Equity |
|---|---|---|---|---|
| Listing Rules | 5315(e) and 5315(f)(3)(A) | 5315(e) and 5315(f)(3)(B) | 5315(e) and 5315(f)(3)(C) | 315(e) and 5315(f)(3)(D) |
| Pre-Tax Earnings | Aggregate in prior three fiscal years above or equal to $11mm, and each of the prior three fiscal years above or equal to $0, and each of the two most recent fiscal years above or equal to $2.2mm | |||
| Cash Flows | Aggregate in prior three fiscal years above or equal to $27.5mm, and each of the prior three fiscal years above or equal to $0 | |||
| Market Cap | Average above or equal to $550mm over the prior 12 months | Average above or equal to $850mm over the prior 12 months | $160mm | |
| Revenue | Previous fiscal year above or equal to $110mm | The previous fiscal year above or equal to $90mm | ||
| Total Assets | $80mm | |||
| Stockholders’ Equity | $55mm | |||
| Bid Price | $4 | $4 | $4 | $4 |
Nasdaq Global Select Liquidity Requirements
Companies trying to qualify for the NASDAQ Global Select Market’s initial listing standards must also meet these liquidity requirements:
| Liquidity Requirements | Initial Public Offerings and Spin-off Companies | Seasoned Companies (Companies Currently Trading Common Stock or Equivalents) | Affiliated Companies | Listing Rule | Direct Listing |
|---|---|---|---|---|---|
| Round Lot Shareholders | 450 or 2,200 | 450 or 2,200 or 550 and 1.1 mm | 450 or 2,200 or 550 and 1.1 mm | 5315(f)(1) | 450 or 2,200 or 550 and 1.1 million |
| Publicly Held Shares | 1,250,000 | 1,250,000 | 1,250,000 | 5315(e)(2) | 1,250,000 |
| Market value of publicly held shares OR Market value of publicly held shares and stockholders’ equity | $45 mm | $110 mm OR $100 mm and $110 mm | $45 mm | 5315(f)(2) | $45 million |
| Valuation by an Independent Third-Party | 5315(e)(2) | $250 million Market Value of Publicly Held Shares |
NASDAQ Global Market
Companies must meet all of the criteria under at least one of the four standards listed below.
| Financial Requirements | Income Standard | Equity Standard | Market Value Standard | Total Assets / Total Revenue Standard |
|---|---|---|---|---|
| Listing Rules | 5405(a) and 5405(b)(1) | 5405(a) and 5405(b)(2) | 5405(a) and 5405(b)(3) | 5405(a) and 5405(b)(4) |
| Income from continuing operations before income taxes (in the latest fiscal year or in two of the last three fiscal years) | $1mm | |||
| Stockholders’ Equity | $15mm | $30mm | ||
| Market Value of Listed Securities | $75mm | |||
| Total Assets and Total Revenue (in the latest fiscal year or in two of the last three fiscal years) | $75mm and $75mm | |||
| Publicly Held Shares | 1.1mm | 1.1mm | 1.1mm | 1.1mm |
| Market Value of Publicly Held Shares | $8mm | $18mm | $20mm | $20mm |
| Bid Price | $4 | $4 | $4 | $4 |
| Shareholders (round lot holders) | 400 | 400 | 400 | 400 |
| Market Makers | 3 | 3 | 4 | 4 |
| Operating History | 2 years |
Nasdaq Global Direct Listing Requirements
| Financial Requirements | Income Standard | Equity Standard | Market Value Standard | Total Assets / Total Revenue Standard |
|---|---|---|---|---|
| Listing Rules | 5405(a) and 5405(b)(1) | 5405(a) and 5405(b)(2) | 5405(a) and 5405(b)(3) | 5405(a) and 5405(b)(4) |
| Income from continuing operations before income taxes (in the latest fiscal year or in two of the last three fiscal years) | $1mm | |||
| Stockholders’ Equity | $15mm | $30mm | ||
| Valuation-Based Market Value of Listed Securities OR Compelling Evidence-based MVLS | $150mm OR $187.5mm | |||
| Total Assets and Total Revenue (in the latest fiscal year or in two of the last three fiscal years) | $75mm and $75mm | |||
| Unrestricted Publicly Held Shares | 1.1mm | 1.1mm | 1.1mm | 1.1mm |
| Valuation-Based Market Value of Publicly Held Shares OR Compelling Evidence-based MVPHS | $16mm OR $20mm | $36mm OR $45mm | $40mm OR $50mm | $40mm OR $50mm |
| Valuation-Based Bid Price OR Compelling Evidence-based Bid Price | $8 OR $10 | $8 OR $10 | $8 OR $10 | $8 OR $10 |
| Unrestricted Round Lot Shareholders | 400 | 400 | 400 | 400 |
| Market Makers | 3 | 3 | 4 | 4 |
| Operating History | 2 years |
Nasdaq Global SPAC Listing Requirements
| Requirements | Standard |
|---|---|
| Listing Rules | 5406 and 5225(a)(1)(A) (for units, if any) |
| Market Value of Listed Securities | $100 million |
| Publicly Held Shares | 1.1 million |
| Market Value of Publicly Held Shares | $80 million |
| Bid Price | $4 |
| Shareholders | 300 Round Lot Holders; OR at least 2,200 total stockholders and average monthly trading volume of 100,000 shares (for the most recent 6 months); OR at least 500 total stockholders and average monthly trading volume of 1,000,000 shares (for the most recent 12 months). |
| Units, if any | The components of the units must satisfy the initial listing requirements for the Nasdaq Global Market applicable to the component. |
| Warrants, if any | At least 1,000,000 warrants outstanding; At least $4 million aggregate market value; Warrants should have a minimum life of one year; and Warrants may not contain a voluntary exercise price adjustment provision, unless certain requirements are met. |
NASDAQ Capital Market
Companies must meet all of the criteria of at least one of the three standards listed below.
| Requirements | Equity Standard | Market Value of Listed Securities Standard | Net Income Standard |
|---|---|---|---|
| Listing Rules | 5505(a) and 5505(b)(1) | 5505(a) and 5505(b)(2) | 5505(a) and 5505(b)(3) |
| Stockholders’ Equity | $5mm | $4mm | $4mm |
| Market Value of Publicly Held Shares | $15mm | $15mm | $5mm |
| Operating History | 2 years | ||
| Market Value of Listed Securities | $50mm | ||
| Net Income from Continuing Operations (in the latest fiscal year or in two of the last three fiscal years) | $750k | ||
| Publicly Held Shares | 1mm | 1mm | 1mm |
| Shareholders (round lot holders) | 300 | 300 | 300 |
| Market Makers | 3 | 3 | 3 |
| Bid Price OR Closing Price | $4 OR $3 | $4 OR $2 | $4 OR $3 |
Nasdaq Capital Direct Listing Requirements
| Requirements | Equity Standard | Market Value of Listed Securities Standard | Net Income Standard |
|---|---|---|---|
| Listing Rules | 5505(a) and 5505(b)(1) | 5505(a) and 5505(b)(2) | 5505(a) and 5505(b)(3) |
| Stockholders’ Equity | $5mm | $4mm | $4mm |
|
Valuation-Based Market Value of Unrestricted Publicly Held Shares OR Compelling Evidence-based MVUPHS |
$30mm OR $37.5mm | $30mm OR $37.5mm | $10mm OR $12.5mm |
| Operating History | 2 years | ||
|
Valuation-Based Market Value of Listed Securities OR Compelling Evidence-based MVLS |
$100mm OR $125mm | ||
| Net Income from Continuing Operations (in the latest fiscal year or in two of the last three fiscal years) | $750k | ||
| Unrestricted Publicly Held Shares | 1mm | 1mm | 1mm |
| Unrestricted Round Lot Shareholders | 300 | 300 | 300 |
| Market Makers | 3 | 3 | 3 |
|
Valuation-Based Bid Price OR Compelling Evidence-Based Bid Price |
$8 OR $10 | $8 OR $10 | $8 OR $10 |
Listing Fees
Depending on the market your company is targeting and the type of security it plans to issue, listing fees will vary.
Market entry fees, based on the total number of shares outstanding at the time of initial listing, include a non-refundable application fee. Entry fees are due before the first day of trading.
NASDAQ Global Select Market and NASDAQ Global Market
| Total Shares Outstanding | Entry Fee |
|---|---|
| Flat fee | $295,000, including a $25,000 application fee |
NASDAQ Capital Market
| Total Shares Outstanding | Entry Fee |
|---|---|
| Up to 15mm | $50,000, including a $5,000 application fee |
| Over 15mm | $75,000, including a $5,000 application fee |
SPAC Entry Fees on Nasdaq (any tier)
| Total Shares Outstanding | Entry Fee |
|---|---|
| Flat fee | $80,000, including a $5,000 application fee |
For the Full NASDAQ listing requirements see the NASDAQ Initial Listing Guide.
Annual Fees
| Market Tier | Total Shares Outstanding | Annual Fees (for domestic and foreign issuers) |
|---|---|---|
| Nasdaq Global and Global Market | Up to 150M+ shares | $56,000 – $159,000 |
| Nasdaq Capital Market | Up to 50M+ shares | $53,000 – $86,000 |
| SPAC (on any tier) | Flat fee | $85,000 |
Why Choose Southridge Services
Navigating NASDAQ listing requirements requires accurate SEC filings, disciplined disclosure, and confidence that deadlines and technical standards are met. Southridge Services supports companies preparing for public markets with experienced filing specialists, proven workflows, and reliable turnaround times.
With more than 20 years of SEC compliance experience and over 1,500 clients served, our team helps companies manage the EDGAR and iXBRL requirements that support listing readiness and ongoing reporting.
Companies choose Southridge for:
Over 20 years of experience supporting SEC and EDGAR compliance, providing end-to-end filing support from EDGAR conversion to iXBRL tagging. We deliver fast, dependable turnaround times, including 1–2 day iXBRL processing, with proven accuracy and validation to help reduce filing errors and delays. Our client-first approach is backed by trusted industry partnerships.
Corporate Governance
The three tiers of the NASDAQ stock market all have similar rigorous standards regarding corporate governance. Companies are subject to the following corporate governance standards and categories:
- Annual Meetings: No later than one year after the end of a company’s fiscal year, an annual meeting with shareholders must be held.
- Approval by Shareholders: Shareholder approval is required for acquisitions of 20% or more of outstanding shares or transactions that result in a change of control.
- Audit Committee: Companies must have an audit committee comprising at least three independent directors.
- Code of Conduct: Companies must establish a code of conduct applicable to all employees.
- Conflict of Interest: Companies must conduct oversight to identify potential conflicts of interest.
- Distribution of Annual Reports: Shareholders must have access to annual and interim reports.
- Director Nominations: Independent directors are responsible for selecting and/or recommending director nominees.
- Executive Officer Compensation: Companies must form a compensation committee of at least two independent directors to recommend or determine CEO and executive officer pay.
- Independent Directors: A majority of the board of directors must be independent directors.
- Proxy Solicitation: Proxies must be solicited for any shareholder meeting.
- Quorum: A quorum for meetings with holders of common stock must consist of no less than 1/3 of the company’s outstanding shares of voting stock.
- Voting Rights: Shareholders must have voting rights.
Seasoning Rules
NASDAQ adopted “seasoning rules” in 2011, which restrict companies that have completed reverse mergers with a public shell from submitting an application until 1) the company has traded on an over-the-counter market, another national securities exchange, or a regulated foreign exchange for 2) one year has passed since all required information from the merger has been filed. Companies must also file all required merger-related reports, including the annual report.
All applications are approximately 1 year in length and require a minimum bid price for at least 30 days before filing. The reverse-merger company must also maintain its pre-closing stock price at the initial listing standard applicable to the company’s stock price. An exception applies to companies that complete a firm commitment with net proceeds of at least $40 million.
The SEC also reserves the right to impose additional requirements on a company if it deems them warranted.
Application Requirements
Depending on a company’s circumstances, there are 12 NASDAQ listing applications designed to cover situations such as a change of control, an IPO, and related events.
At least 4-6 weeks prior to filing the application, the reverse-merger company must also maintain its closing stock price equal to the initial listing standard applicable to the company’s stock price.
The formal NASDAQ application package requires a company to submit a:
- Symbol reservation form
- Listing application
- Listing agreement
- Logo submission form
- Corporate governance certification
- Initial application fee (see above)
Companies seeking to be listed on any NASDAQ market tier may submit an application. Getting listed on a NASDAQ market tier is a four-step process, which includes:
- Gathering Company Information
- Creating an Account with the NASDAQ
- Completing an Online Listing Form
- Connecting with a Personal Analyst
Note: Submitted applications typically take 4-6 weeks to process.
How to Apply for a Nasdaq Listing
How to Apply for a Nasdaq Listing: 5 Essential Steps
A strong application starts well before any form is submitted. These five steps keep legal, finance, and communications aligned so the exchange review and SEC process move together.
- Governance and audit readinessConfirm a majority independent board, required committees, current charters, and a code of conduct with whistleblower procedures. In parallel, lock your audit plan, PCAOB auditor engagement, and financial statement timetable so that Nasdaq reviews will match the financials filed with the SEC.
- Build the disclosure packageIf listing with an offering, draft your Form S-1 Registration Statement early and synchronize governance, risk factors, and business sections with materials you will submit to Nasdaq. For uplistings or direct listings, compile equivalent company, shareholder distribution, and governance documentation. Keep a single source of truth to avoid inconsistencies.
- Engage Nasdaq and submit the applicationOpen dialogue with the exchange to confirm the right tier and standards path. Prepare the application with company information, financials, evidence of public float and round lot holders, and governance exhibits. Cross-check each data point against your SEC drafts to ensure disclosures are consistent.
- Run parallel reviews and resolve commentsFile SEC materials through EDGAR filing while Nasdaq reviews your application. Expect questions on governance, shareholder distribution, and financial presentation. Answer with one voice across both tracks and update the application and registration in lockstep as comments are resolved.
- Finalize pricing and operational logisticsAs effectiveness approaches, coordinate pricing, lock-ups, and communications. Complete CUSIP and DTC eligibility, validate Inline tagging and final proofs, and stage press and website updates for day one. Consistency across your application, SEC filings, and public communications is the fastest path to approval.
Special Nasdaq Scenarios
Uplisting From OTC
Uplisting is often about maturity and stability. Exchanges focus on price performance, liquidity, float, and governance. Clean financials, auditor continuity, and market maker arrangements support a smooth transition. If your float is borderline, investor relations and capitalization adjustments may be needed to meet distribution requirements without unnecessary dilution.
SPACs and De-SPACs
SPACs follow specific listing and continued listing frameworks, with the de-SPAC transaction resetting the focus to the combined company’s compliance with operating company standards. Timeline coordination among the SPAC, the target, and advisors is critical, as is harmonizing legacy governance with public company requirements before the merger closes.
Foreign Private Issuers
Foreign private issuers can use certain governance accommodations, but should still benchmark against Nasdaq’s core safeguard objectives. Reporting cadence and financial statement frameworks may differ, but investors will expect comparable transparency, MD&A quality, and audit committee effectiveness.
Common Nasdaq Listing Pitfalls and How to Fix Them
Before you finalize your application, take a moment to stress-test the fundamentals that most often cause delays. These pitfalls usually appear late, when timelines are tight, but each has a clear fix if you catch it early. Use the checklist below to close gaps, align disclosures, and keep your Nasdaq review on track.
- Round lot holder shortfalls: Expand qualified shareholder base through targeted investor outreach, a directed share program, or employee/shareholder conversions coordinated with your transfer agent. Validate count methodology and evidence before submission.
- Inadequate public float: Increase freely tradable shares via secondary sell-downs, selective lock-up waivers, or cap table rebalancing that preserves control. Confirm float calculation and exclusions align with exchange definitions.
- Minimum bid price risk: If pricing is near the threshold, tighten IR and news cadence, time milestones to catalysts, and consider a reverse split only as a last resort. Coordinate actions with counsel so disclosures remain consistent.
- Governance and audit committee gaps: Reconfirm majority independent board status, audit committee independence and expertise, and refresh charters, code of conduct, and whistleblower procedures. Document annual independence checks and director questionnaires.
- Documentation inconsistencies: Maintain a single source of truth for all data points across the Nasdaq application, SEC drafts, and investor materials. Use strict version control and reconcile any edits across tracks the same day.
- Market maker and trading support: Secure required market makers early and align with underwriters on market support mechanics. Verify CUSIP and DTC eligibility timelines so trading readiness does not delay approval.
Nasdaq vs NYSE: Listing Requirements Comparison
Choosing a venue often comes down to fit. Nasdaq offers flexibility through multiple standards paths and is a frequent choice for growth-oriented companies, technology issuers, and sponsor-backed listings. NYSE prioritizes scale and can be advantageous for larger, later-stage companies. The comparison below highlights directional differences to help frame advisor discussions.
| Category | Nasdaq (Capital to Global Select) | NYSE (Selected Criteria) |
|---|---|---|
| Focus | Growth orientation and multiple standards alternatives | Scale orientation and consolidated thresholds |
| Share Distribution | Round lot holders and public float thresholds | Emphasis on shareholders and the market value of publicly held shares |
| Governance | Majority independent board and committee structure | Similar independence and committee requirements |
| Liquidity Support | Market makers and the trading ecosystem | Designated market maker model |
Note: Specific numeric thresholds change over time. Always confirm current requirements with the exchange before finalizing your plan.
Frequently Asked Questions
Nasdaq requires sufficient round-lot holders, publicly held shares, and market makers, which vary by tier and standards path. Work with your advisors to match up your cap table and market support with your chosen tier.
Nasdaq provides deficiency notices with cure periods. Companies typically address this through improved fundamentals, investor engagement, or corporate actions aligned with their long-term strategy and disclosure obligations.
Yes, companies have used direct listings, SPAC mergers, and uplistings. The exact documentation and review flow differ, but governance, distribution, and disclosure standards still apply.
Timelines vary based on preparedness and complexity. Expect several rounds of questions on governance, shareholder distributions, and financial presentations. Alignment between exchange responses and SEC disclosures helps keep the process moving.
FPIs can rely on certain accommodations, but should still meet the spirit of governance and disclosure expectations. Investors gravitate to comparability, clarity of MD&A, and reliable structured data.
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