The Listing Rules 5000 Series contains the rules related to the qualifications, listing and delisting of companies on The NASAQ Stock Market. The mission of Listing Qualifications is to promote the integrity and the reputation of The NASDAQ Stock Market through the consistent and fair application of the initial and continued listing standards. This section briefly highlights some of the most frequently asked questions concerning NASDAQ's listing rules, policies and procedures. However, a company should contact its Listing Qualifications analyst directly to discuss these requirements in further detail or submit a request for written interpretation. NASDAQ publishes summaries of previously issued letters of interpretation. See Staff Interpretative Letters for further information.

NASDAQ also has over 150 Frequently Asked Questions that discuss its Corporate Governance rules, policies and procedures for potential listing applicants and companies that are listed on The NASDAQ Stock Market. To view these FAQs, please click here

For additional assistance, please contact the Listing Qualifications Staff at +1 301 978-8008.

Listing Rules - 5000 Series

Listing Information FAQs

General Questions

Initial Listing on The NASDAQ Stock Market

Continued Listing on The NASDAQ Stock Market

Corporate Governance

Listing of Additional Shares ("LAS")

Additional Listing Information by Subject Matter

Bankruptcy

Business Combinations with Non-NASDAQ Entities Resulting

in a Change of Control

Discretionary Authority

Fee Schedules

Hearings & Appeals Process

Hearings Process

Appeals Process

Decisions of The NASDAQ Listing & Hearing Review Council

Intra-Market Transfers

Transfer From The NASDAQ Global Market to The NASDAQ Global Select Market

Transfer From The NASDAQ Capital Market to The NASDAQ Global Market

or The NASDAQ Global Select Market

Transfer From The NASDAQ Global Market or The NASDAQ Global Select Market

to The NASDAQ Capital Market

NASDAQ Global Select Market

NASDAQ Internet Application

Over-the-Counter Bulletin Board (OTCBB)

Public Reprimand Letters

Public Shells

Staff Interpretative Letters

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General Questions

• Is NASDAQ a publicly traded company?
• When did NASDAQ become a national securities exchange?
• Where may I find the rules applicable to NASDAQ companies?
• Can you assist me with interpreting a Securities and Exchange Commission (SEC) rule, policy or regulation?
• Is the information that we submit to NASDAQ confidential?
• Symbols for NASDAQ- listed companies have one to five alpha characters. What does the suffix character on a symbol mean?
• How does NASDAQ communicate that a company does not comply with a continued listing standard?
• Does NASDAQ require the filing of Securities and Exchange Commission reports and documents?
• Are Section 16 Reports, Schedules 13-D and 13-G and Forms 144 required to be filed with NASDAQ?
• What documents does NASDAQ require for a Forward Stock Split?
• What documents does NASDAQ require for a Reverse Stock Split?
• What Notification does my company need to submit if the number of total shares outstanding has increased or decreased by 5% or more?
• My company is considering changing its name. What information does NASDAQ need?
• My company is currently trading on The NASDAQ Stock Market and is considering changing its symbol. How do I reserve a symbol and what information is required?
• What information does NASDAQ require for a change in the state of incorporation?
• Another company is acquiring my company, and my securities will no longer exist. What information do I need to submit to NASDAQ?
• What information does NASDAQ require in connection with a tender offer?
• What information does NASDAQ need for Redemptions/Expirations or the Extensions of Warrants, Rights, Convertible Debt or Tender Offers?
• What do I need to do to voluntarily delist my company's securities from NASDAQ?

Initial Listing on The NASDAQ Stock Market

• What are the initial listing standards?
• Does NASDAQ offer a preliminary listing eligibility review for prospective applicants?
• Is Registration under the Securities Exchange Act of 1934 required before a security can be admitted to trading on The NASDAQ Stock Market?
• Are Capital Markets securities granted automatic "blue-sky" exemptions?
• How does a company obtain a symbol to trade on The NASDAQ Stock Market?
• Where can I find the necessary listing forms and instructions to list on NASDAQ?
• What do I need to submit with my application?
• In the case of a company that is planning an initial public offering, at what point in the IPO process should the initial listing application be filed with NASDAQ?
• Can a company proceed with the submission of a listing application even if not all the information requested in the application is available at this time?
• Where should I send the application, listing agreement and any other supporting documentation?
• What are the fees associated with the listing on The NASDAQ Stock Market?
• Where should the fee payments be sent?
• May I remit my listing fee via wire transfer? If so, what are your wiring instructions?
• Are companies required to comply with all listing requirements at the time of listing?
• What happens if the company fails to meet all of the listing requirements?
• How does NASDAQ measure stockholders’ equity when qualifying a company for initial listing on The NASDAQ Stock Market?
• How are the company's publicly held shares calculated?
• How does NASDAQ measure compliance with the bid price requirement for initial listing when a company lists pursuant to an initial public offering?
• How does NASDAQ measure compliance with the bid price requirement for initial listing for seasoned issuers?
• Can a seasoned issuer effect a reverse stock split to meet the minimum bid price requirement for initial listing?
• How do the corporate governance requirements of Listing Rule 5600 apply to foreign private issuers?
• Does NASDAQ review a company's past corporate governance activities upon an application to list on The NASDAQ Stock Market?
• If the application is denied, may the company appeal NASDAQ's determination?

Continued Listing on The NASDAQ Stock Market

• What are NASDAQ's continued listing requirements?
• What happens if my company fails to meet the continued listing criteria?
• How does NASDAQ communicate that a company does not comply with a continued listing standard?
• Does NASDAQ publish a list of non-compliant companies?
• What is NASDAQ's compliance process for companies failing to meet the $1.00 minimum bid price requirement?
• How does NASDAQ measure the bid price of a security?
• How does a company regain compliance with the minimum bid price requirement?
• Does NASDAQ accept reverse stock splits as a method to regain compliance with the minimum bid price requirement?
• What happens if a company does not regain compliance with the minimum bid price requirement during the compliance period?
• How is market value of publicly held shares ("MVPHS") calculated?
• What is NASDAQ's compliance process for companies failing to meet the minimum market value of publicly held shares requirement?
• My company's market value of listed securities has fallen below the minimum requirement. Will we be delisted?
• Does NASDAQ look to the underlying shares for American Depositary Receipts ("ADRs") and American Depositary Shares ("ADS") to determine compliance?
• My company has less than the required number of market makers. Will we be delisted?
• My company has fallen below the stockholders' equity, total assets and total revenue, net income from continuing operations, publicly held shares or shareholders requirement. Will we be delisted?
• Our company has been cited for a deficiency in shareholders' equity. We would like to sell additional shares to regain compliance, but are unable to do so given existing market conditions. How can we gain additional time to regain compliance?
• What factors should our company consider when preparing the plan of compliance?
• What are some examples of plans of compliance that have been accepted by NASDAQ?
• What is an example of a plan of compliance that has not been accepted by NASDAQ?
• What are my filing obligations with NASDAQ?
• Are Section 16 Reports, Schedules 13-D and 13-G and Forms 144 required to be filed with NASDAQ?
• What is the compliance process for filing delinquencies?
• What are the repercussions if my company's auditors did not review the quarterly financial statements as required under SAS 100?
• What information should the company include in its plan of compliance submission to the Staff?
• If an investigation into the issues underlying a late periodic report has been initiated by the company's board, audit committee or other investigative committee, what information should the company provide to the Staff?
• How long can a company remain listed if it is late in filing its periodic reports because of an internal investigation, accounting issues, restatements, or other similar concerns?
• Under what circumstances is a cure period provided for corporate governance deficiencies?
• Under what circumstances is a cure period not provided to remedy corporate governance deficiencies?

Listing of Additional Shares ("LAS")

• Where can I find a copy of the LAS Notification and instructions?
• When is a company required to file the LAS Notification?
• When is a company required to file the LAS Notification for an equity compensation plan from which it intends to make inducement awards pursuant to Rule 5635(c)(4)?
• When is a company required to file the LAS Notification for an inducement award to a new employee?
• How does NASDAQ compute the number of shares issuable in a transaction?
• Where do I send the LAS Notification?
• Are there any fees associated with the LAS Notification?
• What supporting documentation should be provided with the LAS Notification?
• What happens if there are changes to the transaction after we submit the LAS Notification?
• What happens if we are unable to file the LAS Notification within the prescribed timeframe?
• Will we be notified that the LAS Notification has been approved and that the securities are eligible for trading on NASDAQ?
• What if a company is unable to determine the maximum number of shares to be issued?
• Are there any additional notifications that need to be filed with NASDAQ for share issuances?
• Are non-U.S. companies required to submit the LAS Notification?

Bankruptcy

• What are the listing implications for a company filing for bankruptcy protection?
• What happens to trading in the securities of a company after it announces the bankruptcy filing?
• What factors does the Panel consider when deciding whether to continue the listing of a company that has filed for bankruptcy?

Business Combinations with Non-NASDAQ Entities Resulting
in a Change of Control

• My company is seeking a business combination with a non-NASDAQ entity? What are the listing implications?
• May NASDAQ determine that a change of control under Listing Rule 5110(a) has occurred even though the non-NASDAQ entity or its shareholders did not obtain majority voting control of the listed company as a result of the transaction?
• What actions will NASDAQ take in the event it determines that a change of control under Listing Rule 5110(a) will occur as a result of a proposed transaction?
• What action will NASDAQ take in the event it determines that a change of control has occurred as a result of a business combination and that the post-merger company fails to satisfy the requirements for initial inclusion upon completion of the transaction?

Discretionary Authority

• Does NASDAQ have the authority to delist a company that otherwise meets the quantitative and qualitative criteria for initial or continued listing?
• Are there any particular circumstances under which NASDAQ will apply additional and more stringent criteria, and suspend and/or delist a company's securities, pursuant to its discretionary authority?

Fee Schedules

• What are the fees associated with a NASDAQ listing?
• Are the first year's annual fees pro-rated?
• May I remit my listing fee via wire transfer? If so, what are your wiring instructions?

Hearings Process

• Where can I locate information on the hearings process?
• Under what circumstances is a company entitled to a hearing?
• When should the company request a hearing? Will our securities be delisted before we attend a hearing?
• How should I request a hearing, and how can I assure that the request is timely received?
• How are the deadlines computed in the delisting determination letters and for subsequent dates set by Hearings?
• Are we required to issue a press release regarding the potential delisting?
• What will happen if the company does not issue the press release?
• While in the hearings process, my company received notification that it did not comply with another listing requirement. Are we required to issue an additional press release?
• What are the choices regarding the type of hearing?
• Are there fees associated with a hearing?
• Where are oral hearings held?
• Once I request a hearing, how long before the hearing will be scheduled?
• Am I required to submit any information before the hearing for the Panel's review?
• How long will the hearing itself take? How should I present my case?
• How soon will the Panel make a decision on my case?
• What factors should our company consider when preparing the submission to the Hearings Panel?
• Our company has been cited for a deficiency in shareholders' equity. We would like to sell additional shares to regain compliance, but are unable to do so given existing market conditions. How can we gain additional time to regain compliance?
• If a company appeals a Staff determination to delist its securities based on a late periodic report, what information should it present to the Panel?
• If an investigation into the issues underlying a late periodic report has been initiated by the company's board, audit committee or other investigative committee, what information should the company provide to the Panel?
• How long can a company remain listed if it is late in filing its periodic reports because of an internal investigation, accounting issues, restatements, or other similar concerns?
• Who makes decision at a hearing?
• Will NASDAQ Staff attend the hearing?
• May we submit additional information at a later date?
• Will we receive a copy of our hearing transcript?
• When can I expect to receive a hearing decision?
• Will the Panel's decision be made public?
• What types of decisions might the Panel make?
• May I appeal the Panel's decision?
• If my company is delisted from The NASDAQ Stock Market, what are some alternatives?
• When can a company become listed on NASDAQ again?

Appeals Process

• What does the company have to do in order to appeal a Panel decision?
• How are the deadlines computed in the delisting letters and in any subsequent dates set by Hearings or Appeals?
• What happens when an appeal is requested?
• What is the Listing Council's level of review when it considers a matter?
• Is the company entitled to an oral hearing before the Listing Council?
• How long does the Appeals process take?
• Is a Listing Council decision public?
• Does an appeal postpone the delisting of the company's securities?
• What is the "Call for Review" process?

Transfer From The NASDAQ Global Market to The NASDAQ Global Select Market

• Which listing standards do I need to meet to transfer to The NASDAQ Global Select Market?
• What do I need to submit with my application?
• Where should I send the application?
• What are the fees associated with listing on The NASDAQ Global Select Market?

Transfer From The NASDAQ Capital Market to The NASDAQ Global Market
or The NASDAQ Global Select Market

• Which listing standards do I need to meet to transfer to The NASDAQ Global Market or The NASDAQ Global Select Market?
• What do I need to submit with my application?
• Where should I send the application, listing agreement and any other supporting documentation?
• What are the fees associated with listing on The NASDAQ Global Market or The NASDAQ Global Select Market?
• If a fee is required, where should the payment be sent?
• May I remit my listing fee via wire transfer? If so, what are your wiring instructions?
• My company transferred to The NASDAQ Capital Market due to the inability to sustain the $1.00 bid price. Which listing standards do I need to meet to qualify to relist on The NASDAQ Global Market or The NASDAQ Global Select Market?

Transfer From The NASDAQ Global Market or The NASDAQ Global Select Market
to The NASDAQ Capital Market

• Which listing standards do I need to meet to transfer to The NASDAQ Capital Market?
• My company's bid price is below $1.00. Are we still eligible to submit a Capital Market transfer application?
• My company is in the Hearings process for failure to meet the minimum $1.00 bid price requirement. Can we still submit a transfer application?
• My company has received a delisting notice for a compliance concern other than the minimum $1.00 bid price requirement. Can we still submit a transfer application?
• My company has received a delisting notice for a compliance concern other than the minimum $1.00 bid price requirement, and is also in the initial 180-day compliance period for the minimum $1.00 bid price requirement. Can we still submit a transfer application?
• What do I need to submit with my NASDAQ Capital Market transfer application?
• Where should I send the transfer application, listing agreement, and other supporting documentation?
• What are the fees associated with the transfer to The NASDAQ Capital Market?
• Will I be credited for the unused portion of The NASDAQ Global Market or The NASDAQ Global Select Market annual fee?
• When will my securities be transferred to The NASDAQ Capital Market?
• Should I wait to submit the transfer application and supporting documentations at one time?
• If my company transfers to The NASDAQ Capital Market, can it reapply to The NASDAQ Global Market or The NASDAQ Global Select Market at a later date?

Over-The-Counter Bulletin Board ("OTCBB")

• My securities were delisted from The NASDAQ Stock Market. Is it eligible for the OTCBB?
• When should an application to the OTCBB be made?

Public Reprimand Letters

• What is a Public Reprimand letter?
• Under what circumstances may NASDAQ issue a Public Reprimand letter?

Public Shells

• What is a "public shell"?