The Cost of Listing on a Stock Exchange or Obtaining a Quote in North America

[As published on March 11, 2016 on AlixeCormick.com]

cost-of-listingIt is difficult to find information on the internet about the cost of listing on a stock exchange or obtaining a quote on an over the counter trading market in North America. It is equally difficult to find information about the annual sustaining fees you can expect once listed or quoted.

Where you decide to have your stock trade after a major capital raise is a combination of whether you meet the eligibility requirements for listing on a particular platform and a business decision.  Knowing the full cost of listing and annual sustaining fees is necessary to make this an informed business decision. Continue reading

Alixe Cormick is the founder of Venture Law Corporation in Vancouver, British Columbia and a member of Commercialization Advisory Board of the Life Science Institute at the University of British Columbia, the Advisory Board of the National Crowdfunding Association and two private tech companies. She is also a member of the Pacific Northwest Keiretsu Forum, an association of accredited private equity angel investors, venture capitalists and corporate/institutional investors, and Vantech Angel Technology Network, a Vancouver angel group. You can reach Alixe by phone at 604-659-9188, by email at acormick@venturelawcorp.com, on twitter @AlixeCormick or on Google+.

Listing Requirements of the TSX Venture Exchange (TSX-V) – Industrial, Technology, Life Sciences, Real Estate and Investment Companies

– *updated August 30, 2015 –

TSX Venture ExchangeThere are two tiers on the TSX Venture Exchange. Tier One is aimed at larger more established companies. Tier One companies have certain listing benefits not available to more junior companies listed on Tier Two of the TSX Venture Exchange. Tier Two companies are generally early stage or junior companies which the TSX Venture Exchange believes need a bit more guidance than Tier One companies.

The two tables below set-out the listing requirements for Tier One and Tier Two of the TSX Venture Exchange (TSX-V) for Industrial, Technology, Life Sciences, Real Estate and Investment Companies.

We are always open to talk to corporate executives who are considering listing on the TSX-V.  The listing requirements can sometimes be confusing and waivers can be applied for in certain circumstances when a company desiring to list is strong in all listing categories but for one.  Do feel free to book an appointment with us if you need assistance to determine if your company qualifies to list on the TSX-V or other exchange.

TSX-V – Tier One – Industrial, Technology, Life Sciences, Real Estate and Investment Companies Listing Requirements

Requirements Industrial, Technology & Life Sciences Real Estate Investment
Net Tangible Assets or Revenue C$5,000,000 net tangible assets; orC$5,000,000 revenueIf no revenue, two year management plan demonstrating reasonable likelihood of revenue within 24 months. C$5,000,000 net tangible assets C$10,000,000 net tangible assets
Minimum Cash in Treasury Adequate to carry out stated work plan or execute business plan for 18 months following listing. Adequate to carry out stated work plan or execute business plan for 18 months following listing. Adequate to carry out stated work plan or execute business plan for 18 months following listing.
Minimum Additional Working Capital C$200,000 C$200,000 C$200,000
Property Significant interest in business or primary assets used to carry on business. Significant interest in real property. No requirement.
Prior Expenditure and Work Program History of operations or validation of business. No requirement. Disclosed investment policy.
# of Public Board Lot Holders 250 250 250
Minimum Free Trading Public Float 1,000,000 shares. 1,000,000 shares. 1,000,000 shares.
Minimum % of Issued and Outstanding Listed Shares Held by Public 20% 20% 20%
Market value of Issued Securities to be Listed No minimum No minimum No minimum
Minimum IPO Price Conducted Concurrent to Listing C$0.10 C$0.10 C$0.10
Sponsor Yes(1) Yes Yes

Note: (1) The TSX may waive the sponsorship requirement if sufficient 3rd party due diligence has been conducted (ie. underwriter review in concurrent initial public offering.)


TSX-V – Tier Two – Industrial, Technology, Life Sciences, Real Estate and Investment Companies Listing Requirements

Requirements Industrial, Technology & Life Sciences Real Estate Investment
Net Tangible Assets or Revenue or Arm’s Length Financing C$750,000 net tangible assets; or C$500,000 revenue; or C$2,000,000 arm’s length financing.If no revenue, two year management plan demonstrating reasonable likelihood of revenue within 24 months. C$2,000,000 net tangible assets; or $3,000,000 arm’s length financing C$2,000,000 net tangible assets; or $3,000,000 arm’s length financing
Minimum Cash in Treasury Adequate to carry out stated work plan or execute business plan for 12 months following listing. Adequate to carry out stated work plan or execute business plan for 12 months following listing. Adequate to carry out stated work plan or execute business plan for 12 months following listing.
Minimum Additional Working Capital C$100,000 C$100,000 C$100,000
Property Significant interest in business or primary assets used to carry on business. Significant interest in real property. No requirement.
Prior Expenditure and Work Program History of operations or validation of business. No requirement. Disclosed investment policy and 50% of available funds must be allocated to at least 2 specific investments.
# of Public Board Lot Holders 200 200 200
Minimum Free Trading Public Float 500,000 shares. 500,000 shares. 500,000 shares.
Minimum % of Issued and Outstanding Listed Shares Held by Public 20% 20% 20%
Market value of Issued Securities to be Listed No minimum No minimum No minimum
Minimum IPO Price Conducted Concurrent to Listing C$0.10 C$0.10 C$0.10
Sponsor Yes(1) Yes Yes

Note: (1) The TSX may waive the sponsorship requirement if sufficient 3rd party due diligence has been conducted (ie. underwriter review in concurrent initial public offering.)

The listing committee for the TSX Venture Exchange will also conduct a public interest standard review of all listing candidates looking at such things as:

  • the reputation and past conduct of all directors, officers and majority stockholders;
  • at minimum of two independent directors;
  • characteristics unique to the company or its business;
  • the distribution and spread of the stock of the company (capital structure); and
  • less than 20% of the issued and outstanding stock of the company held by pro-groups at the time of listing

Company’s board of directors must agree to abide by the corporate governance requirements of the TSX Venture Exchange.
In addition to the foregoing the TSX Venture Exchange has different listing standards for Capital Pool Companies and mining companies. A copy of the complete listing policy of the TSX Venture Exchange is available here: Listing Policy.

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    Alixe Cormick is the founder of Venture Law Corporation in Vancouver, British Columbia and a member of Commercialization Advisory Board of the Life Science Institute at the University of British Columbia, the Advisory Board of the National Crowdfunding Association and two private tech companies. She is also a member of the Pacific Northwest Keiretsu Forum, an association of accredited private equity angel investors, venture capitalists and corporate/institutional investors, and Vantech Angel Technology Network, a Vancouver angel group. You can reach Alixe by phone at 604-659-9188, by email at acormick@venturelawcorp.com, on twitter @AlixeCormick or on Google+.

    Listing Requirements of NYSE-MKT

    – *updated August 30, 2015 –

    nyse-mktThe New York Stock Exchange acquired the American Stock Exchange in 2008.  It is now known as NYSE-MKT. The NYSE-MKT is an attractive exchange for solid micro and small-cap companies.  NYSE-MKT has four different listing and public shareholder standards with a number of differing combinations within.  As a result, the NYSE-MKT listing requirements offers flexibility to companies operating in different market sectors.

    We are always open to talk to corporate executives who are considering listing on the NYSE-MKT.  The listing requirements can sometimes be confusing and waivers can be applied for in certain circumstances when a company desiring to list is strong in all listing categories but for one.  Do feel free to book an appointment with us if you need assistance to determine if your company qualifies to list on the NYSE-MKT or other exchange.

    NYSE-MKT Listing Requirements

    Requirements Standard 1 Standard 2 Standard 3 Standard 4
    Shareholders’ equity $4 million $4 million $4 million N/A
    Pre-tax income required in last fiscal year or two of three most recent fiscal years. $750,000 N/A N/A N/A
    Market capitalization N/A N/A $50 million $75 million OR At least $75 million in total assets and $75 million in revenues
    Distribution 800 public shareholders and 500,000 shares publicly held OR 400 public shareholders and 1 million shares publicly held OR 400 public shareholders, 500,000 shares publicly held and average daily trading volume of 2,000 shares for prior 6 months 800 public shareholders and 500,000 shares publicly held OR 400 public shareholders and 1 million shares publicly held OR 400 public shareholders, 500,000 shares publicly held and average daily trading volume of 2,000 shares for prior 6 months 800 public shareholders and 500,000 shares publicly held OR 400 public shareholders and 1 million shares publicly held OR 400 public shareholders, 500,000 shares publicly held and average daily trading volume of 2,000 shares for prior 6 months 800 public shareholders and 500,000 shares publicly held OR 400 public shareholders and 1 million shares publicly held OR 400 public shareholders, 500,000 shares publicly held and average daily trading volume of 2,000 shares for prior 6 months
    Price $3 $3 $2 $3
    Market value of  public float $3 million $15 million $15 million $20 million

    The NYSE-MKT listing board also conducts a subjective review of all listing candidates looking at the:

    • nature of a company’s business;
    • market for its products;
    • reputation of its management;
    • historical record and pattern of growth;
    • financial integrity;
    • demonstrated earnings power; and
    • future outlook

    Company’s board of directors must agree to abide by the corporate governance requirements of NYSE-MKT.

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    Other Articles You May Find of Interest:

     

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      Alixe Cormick is the founder of Venture Law Corporation in Vancouver, British Columbia and a member of Commercialization Advisory Board of the Life Science Institute at the University of British Columbia, the Advisory Board of the National Crowdfunding Association and two private tech companies. She is also a member of the Pacific Northwest Keiretsu Forum, an association of accredited private equity angel investors, venture capitalists and corporate/institutional investors, and Vantech Angel Technology Network, a Vancouver angel group. You can reach Alixe by phone at 604-659-9188, by email at acormick@venturelawcorp.com, on twitter @AlixeCormick or on Google+.