In 2023, six Japanese companies were listed on NASDAQ. Raising funds on NASDAQ will likely become common in Japan in the future.
Monolith Law Office, a law firm specializing in cutting-edge venture legal affairs,
will fully support Japanese companies in listing on NASDAQ with our global team.
Listing on NASDAQ by Japanese companies is gaining attention due to the benefits of access to global capital markets that allow for capital to be raised from a wide range of investors, increased corporate value, and expanded international brand recognition. The process of listing on NASDAQ is
complex and requires a wide range of expertise and careful planning, so companies need to receive support in all aspects of the listing through collaboration with various experts. utilizes its global network to fully support Japanese companies in listing on NASDAQ.
NASDAQ (National Association of Securities Dealers Automated Quotations) is a major electronic stock exchange in the United States, where many companies, mainly technology companies, are listed.
The number of Japanese companies listed on NASDAQ is increasing year by year, and it is expected that 10 to 20 Japanese companies will be listed on NASDAQ in 2024.
The market is divided into three types, with the strictest listing standards being the Global Select Market, the Global Market, and the Capital Market. Many Japanese companies are listed on the Capital Market, which has the loosest listing standards.
In addition, since the shares of a joint-stock company established under Japanese Companies Act cannot be directly listed on a US stock exchange, when a Japanese company wants to list on NASDAQ it must issue American Depositary Receipts (ADRs) and list on the NASDAQ.
Companies can be listed if they meet certain conditions, such as having a net profit of more than US$750,000 (approximately JPY 110 million) in the most recent fiscal year. We recommend that companies have a net profit of more than US$1 million (approximately JPY 150 million) in the most recent fiscal year.
It is possible to go public with a preparation period of about one year. This is because the audits for the past two fiscal years before the start of preparation for listing are conducted retroactively, and the audit itself can be completed in about three months (this is the standard for companies that qualify as EGCs (Emerging Growth Companies)).
A company can be listed even if it does not have any corporations or branches or conducts business in any country or region other than Japan. It is not required to have business operations in the United States.
*The above is merely a description of the general principles. Please contact us for detailed listing criteria.
2nd in the world
5th in the world
22,061 billion US dollars
* 3.7 times that of Japan
US$5,904 billion
Approximately 3 times that of Japan
—
Approximately 3 times that of Japan
—
Approximately 1.6 times
—
The audit will take time because it will cover two periods from the start of IPO preparations. In other words, the period covered by the audit will be from the start of IPO preparations until the end.
It is possible to go public with a preparation period of about one year. This is because the audits for the past two fiscal years before the start of preparation for listing are conducted retroactively, and the audit itself can be completed in about three months (this is the standard for companies that qualify as EGCs (Emerging Growth Companies)).
*This is the standard for companies that qualify as EGCs (Emerging Growth Companies). If a company does not qualify as an EGC, it must undergo an audit for the past three periods. Companies that qualify as EGCs must meet three conditions: 1) total annual sales for the most recent fiscal year must be less than US$1.07 billion, 2) they have not issued bonds (excluding convertible bonds) worth more than US$1 billion in the most recent three years, and 3) the market capitalization of floating shares must be less than US$700 million.
*This is the standard for companies that qualify as EGCs (Emerging Growth Companies). If a company does not qualify as an EGC, it must undergo an audit for the past three periods. Companies that qualify as EGCs must meet three conditions: 1) total annual sales for the most recent fiscal year must be less than US$1.07 billion, 2) they have not issued bonds (excluding convertible bonds) worth more than US$1 billion in the most recent three years, and 3) the market capitalization of floating shares must be less than US$700 million.
In order to respond to the diverse legal issues that arise in corporate law, it is essential to have a law firm that has both advanced expertise and the resources to quickly process large amounts of information.
, led by its principal attorney, Tomo Kawase, a former IT engineer and business manager, has provided a wide range of legal services to over 1,444 clients, from companies listed on the Tokyo Stock Exchange Prime List to seed-stage ventures, based on its extensive experience and track record.
A total of 21 lawyers with expertise in their respective fields and consultants with specialized knowledge work together with global law firms, accounting firms and other organisations to support Japanese companies in their listing on the NASDAQ.
*We will organize the most suitable team depending on the case. The information on this page is only a sample of offices and companies with which we have collaborated in the past.
The minimum requirements for listing on NASDAQ are as follows (minimum requirements for listing on the profit basis):
Over 4 million US dollars
Over 5 million US dollars
Over US$750,000
In principle, 3 periods.
If EGC is applicable, 2 periods.
To be listed on the NASDAQ Capital Market, a company must meet at least one of the following three criteria:
US$5 million
US$4 million
US$4 million
US$15 million
US$15 million
US$5 million
2 years
—
—
Approximately 3 times that of Japan
US$50 million
—
Approximately 1.6 times
—
US$750,000
1 million shares
1 million shares
1 million shares
300
300
300
3
3
3
4 or 3 US Dollars
4 or 3 US Dollars
4 or 3 US Dollars
*The most recent fiscal year or two of the most recent three fiscal years
The support provided by each expert is as follows. Unlike listing on a Japanese exchange, listing on NASDAQ is characterized by the fact that multiple experts and firms work together to support the listing, with each expert sharing their responsibilities. Essentially, our firm, which serves as a Japanese attorney advisor, will take the lead and work with each expert to move the listing forward. There will be times when communication in English is required, but rest assured that we will be there to support you.
We jointly manage the NASDAQ listing procedures for Japanese companies and lead the overall preparation for listing. Simply put, a NASDAQ listing is a process in which a company that is legally run in Japan is listed on the market through procedures that comply with U.S. law. Our firm will lead the procedures. We will also be responsible for legal due diligence and the implementation of corporate reorganizations as necessary.
We will conduct joint due diligence with Japanese lawyers and write the business details information for the Draft Registration Statement (DRS).
After researching market trends and identifying target investors, we prepare roadshows and presentations, supervise the offering process, and allocate securities to investors in accordance with regulatory requirements. This is a very important position to achieve a high market capitalization and attract investors.
Prior to the audit procedure, we will revise Japanese accounting standards to US accounting standards and prepare financial statements disclosed to the DRS for the US auditors. In cooperation with Japanese lawyers, we will also be responsible for appointing US lawyers, underwriters, US auditors, etc., and for coordinating and managing the schedule for the IPO.
We conduct independent audits of financial statements, express opinions on their fairness and reliability, and assist in the fulfillment of reporting obligations to regulatory agencies. Compared to Japan, there is a strong demand for independence.
We assist with the preparation, revision and formatting of IPO documents and the filing of related documents in electronic format and in compliance with SEC (Securities and Exchange Commission) requirements.
We assist with the preparation, revision and formatting of IPO documents and the filing of related documents in electronic format and in compliance with SEC (Securities and Exchange Commission) requirements.
We assist with the preparation, revision and formatting of IPO documents and the filing of related documents in electronic format and in compliance with SEC (Securities and Exchange Commission) requirements.
*The schedule is just an example. Please contact us for more details.
The approximate costs of listing on the NASDAQ Capital Market are as follows: (All costs listed below may vary depending on the company size, capital, organizational structure, etc. Please contact us for details. Also, NASDAQ has three markets: the Global Select Market, the Global Market, and the Capital Market. Please contact us for the costs for the first two.)
US$205,000-2,575,000
*1: Does not include underwriter sales commission and investment-related commission. Also, the audit fee includes only the two-year financial statement audit, and does not include any special half-year audits or additional fiscal year audits.
*2: Includes the application fee of US$5,000.
Expert fees (※1)
US$2-2.5 million
US$2-2.5 million
Fee (※2)
1 million shares
US$75,000
The cost varies depending on the total number of shares issued.
NASDAQ maintenance fee
: Domestic and foreign stocks
(excluding American Depository Shares)
US$49,500
US$65,500
US$85,000
NASDAQ Maintenance Fee
: American Depositary Shares
US$49,500
US$59,500
US$59,500
Expert fees
US$200,000 to US$300,000
US$200,000 to US$300,000
US$200,000 to US$300,000
*The most recent fiscal year or two of the most recent three fiscal years
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