Key Requirements for Successful U.S. Registration and Listing Explained

Registering and Listing a Company Successfully in the United States A Comprehensive Guide

For many companies, successfully registering and listing on a U.S. stock exchange is a highly sought-after goal. The U.S. capital market, known for its maturity, openness, and high liquidity, attracts businesses from around the world seeking financing. Whether through an Initial Public Offering IPO, a Special Purpose Acquisition Company SPAC merger, or other methods, a U.S. listing not only brings significant capital support but also enhances a company’s brand recognition and credibility.

However, the process is complex and highly regulated. This article provides a detailed breakdown of the key requirements for registering and listing a company in the United States.

1. Choosing the Right Listing Method

The U.S. securities market offers multiple pathways for listing, and companies must select the one that best suits their circumstances. The most common methods include

Initial Public Offering IPO This is the traditional route to going public, suitable for companies with a certain scale and profitability. The IPO process is complex, involving extensive legal, financial, and disclosure requirements.

SPAC Merger In recent years, SPACs have become a popular choice for many startups. A SPAC is a shell company that raises funds through an IPO and later merges with a target company, enabling a faster public listing.

Reverse Merger A company can go public by acquiring a listed shell company. While the process is relatively straightforward, regulatory scrutiny remains significant.

American Depositary Receipts ADR Foreign companies can list ADRs on U.S. exchanges without registering as a U.S. domestic company.

According to data from the first quarter of 2025, Nasdaq and the New York Stock Exchange NYSE completed more than 50 IPOs, raising over $20 billion in total funding, demonstrating the vibrancy of the U.S. capital market. Meanwhile, SPAC listings have seen a resurgence in 2025, with several Asian tech companies successfully entering the U.S. market through this route.

2. Meeting Exchange Listing Requirements

Regardless of the chosen method, companies must meet the listing standards of the selected exchange. For example, both Nasdaq and NYSE have clear financial and governance requirements.

Nasdaq offers multiple tiers, including the Global Select Market, Global Market, and Capital Market. For the Nasdaq Global Market, a company must meet at least one of the following criteria

Shareholders’ equity of at least $10 million;

Net income profitable in at least two of the last three fiscal years, with net income of at least $750,000 in the most recent year;

Market capitalization of at least $50 million;

A minimum share price of $4 and at least 1.1 million publicly held shares.

NYSE has more stringent requirements, typically suited for large, established companies. For example, NYSE requires

A minimum market capitalization of $40 million;

At least 2.2 million publicly held shares;

A minimum of 400 shareholders.

Additionally, companies must establish an independent board, create a compliant audit committee, and meet ongoing disclosure obligations.

3. Completing SEC Registration and Compliance Procedures

To list in the U.S., companies must file registration documents with the U.S. Securities and Exchange Commission SEC, most commonly Form S-1 for IPOs or Form F-1 for foreign private issuers. These documents must include detailed disclosures regarding the company’s financial condition, business model, management structure, and legal risks.

The SEC conducts multiple rounds of review, which often takes several months. Companies must work closely with auditors, lawyers, and underwriters to complete due diligence and revise filings. Once the SEC confirms the effectiveness of the registration statement, the company can proceed to the roadshow phase, where it presents its investment story to potential investors.

In 2025, the SEC has increased scrutiny over disclosures, especially for foreign companies, including those from China. However, the market remains accessible. As long as companies meet transparency and compliance standards, they can still successfully complete the process.

4. Building a Professional Team and Engaging Intermediaries

A successful listing requires a team of experienced professionals, including

Investment Banks/Underwriters Responsible for pricing, roadshows, and the issuance and sale of shares;

Law Firms Ensure compliance with U.S. securities laws and regulations;

Accounting Firms Conduct financial audits and assist in preparing financial statements;

Investor Relations Advisors Help maintain relationships with investors after listing.

Selecting intermediaries with international experience significantly enhances the efficiency and success rate of the listing process.

5. Establishing Strong Corporate Governance

Corporate governance is a top priority for U.S. investors and regulators. Companies must establish a clear governance structure, including

Appointing independent directors;

Implementing robust internal control systems;

Establishing audit, compensation, and nominating committees;

Aligning the interests of management and shareholders.

A strong governance framework not only enhances corporate reputation but also helps attract long-term institutional investors.

6. Managing Market Volatility and Investor Relations

Going public is not the end goal but rather a new beginning. After listing, companies must continuously monitor stock performance, investor sentiment, and market feedback. Regular financial reporting, earnings calls, and analyst engagement are essential tools for maintaining market confidence.

In 2025, as the Federal Reserve’s interest rate hike cycle neared its end, the U.S. stock market stabilized overall. The technology and biotech sectors remained particularly active, offering a favorable environment for newly listed companies.

Conclusion

Successfully registering and listing in the U.S. market is a crucial step toward global expansion. While the process is complex and demanding, companies with clear strategic planning, solid financial foundations, and strong execution capabilities can thrive in this mature capital market. Understanding and meeting these key conditions is the first step toward achieving success for any company aiming to go global.