TSX implements more flexible original listing requirements

The Toronto Stock Exchange has amended its requirements for companies seeking listing of their securities on the TSX. As noted in our previous legal update, the intent of the amendments is to clarify and enhance the transparency of the TSX’s listing requirements, provide greater flexibility for companies and foster competitive Canadian capital markets without compromising investor protection.

TSX amendments

The final amendments to the TSX Company Manual largely follow the amendments proposed by the TSX in its request for comments published in March 2025 and outlined in our previous legal update. However, companies will no longer be classified by the TSX as “exempt” or “non-exempt” at the time of original listing. With that change, the general listing categories are as follows:

• Diversified Companies (formerly, “Industrial Companies”)
  • Income & Revenue-Producing Companies
  • Pre Income-Producing Companies
  • New Enterprise Companies (for companies with no existing business but with proof of business concept)
• Mining Companies
  • Senior Mining Companies
  • Producing Mining Companies
  • Mineral Exploration and Development-Stage Companies
• Oil and Gas Companies
  • Senior Oil and Gas Companies
  • Oil and Gas Companies

In conjunction with the amendments, the TSX has published an updated guide to original listing requirements, which sets out the requirements to qualify for each listing category.

Escrow on IPO. On an initial public offering, Canadian securities regulators impose escrow requirements on the shares of management and significant shareholders of certain companies under National Policy 46-201 Escrow for Initial Public Offerings. Before the TSX amendments, those escrow requirements did not apply to, among others, companies classified by the TSX as exempt and companies with a market capitalization of at least $100 million. With the amendments to the TSX Company Manual, a TSX company will be exempt from the escrow requirements if it has a market capitalization of at least $100 million.

Related-Party Transactions. To eliminate overlap between the TSX Company Manual and securities laws, the amendments have removed Part V of the TSX Company Manual, which previously applied to companies classified by the TSX as non-exempt and imposed requirements designed to protect minority shareholders in connection with certain related-party transactions. TSX companies will continue to be subject to the requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions applicable to related-party and other special transactions.

Navigating an original listing

Our IPO guide contains an overview of the requirements and processes for listing shares in a range of markets around the world, including guidance for companies considering a listing on the TSX.