Two approvals, not one
Issuers often speak of 'getting approval' as if it were a single event. In practice there are two parallel tracks. The securities regulator reviews the prospectus and decides whether the disclosure is complete and the offer may be made to the public. The exchange, or in some markets its regulatory arm, decides whether the company meets listing eligibility: free float, number of shareholders, track record, governance. In some jurisdictions one body performs both roles; in others they are separate and the issuer runs two review processes at the same time.
Who approves what
| Market | Prospectus regulator | Listing decision |
|---|---|---|
| DFM, ADX (onshore UAE) | CMA, formerly SCA | DFM or ADX |
| Nasdaq Dubai (DIFC) | DFSA | Nasdaq Dubai, with DFSA admission to the Official List |
| ADGM-incorporated issuers | FSRA for the ADGM company and offers in ADGM | The exchange where shares list, for example ADX |
| AIX (Astana, AIFC) | AFSA | AIX |
| LSE Main Market | FCA | FCA admission to the Official List and LSE admission to trading |
| HKEX | SFC, with HKEX as front-line listing regulator | HKEX Listing Committee |
| Nasdaq, NYSE | SEC registration (S-1 or F-1) | Nasdaq or NYSE |
| Saudi Exchange | CMA of Saudi Arabia | Saudi Exchange |
Since 1 January 2026 the onshore UAE regulator is the Capital Market Authority, the legal successor of the SCA under Federal Decree-Laws No. 32 and No. 33 of 2025. Existing SCA decisions stay in force until replaced, with a one-year transition for market participants, so issuers should check which edition of each rule applies on the filing date. The CMA reform does not extend to the DIFC, which remains under the DFSA, or to ADGM, which remains under the FSRA.
Stages of review
- Pre-filing contact: advisers meet the regulator and exchange to flag structural issues early, such as a holding restructuring, a waiver request or an unusual share class.
- First submission: a near-final draft prospectus, the listing application, financial statements, legal opinions and supporting documents.
- Comment rounds: the regulator returns written comments, the issuer responds and resubmits. There are usually several rounds.
- Exchange review of eligibility, in parallel, including free float and shareholder spread plans.
- Final clearance: the regulator approves the prospectus, often shortly before or at the launch of the offer, and the exchange gives conditional approval of listing.
- Unconditional admission after allocation and settlement, once the free float and shareholder spread are confirmed.
What regulators comment on
- Generic risk factors that do not describe the issuer's real risks.
- Gaps between the MD&A and the audited accounts, or unexplained movements in key figures.
- Related party transactions, control structures and the independence of the board.
- Working capital statements and the basis for them.
- Use of proceeds that is vague or inconsistent with strategy.
- Marketing language in the business section that is not supported by evidence.
Most comments are predictable. A well-run readiness phase and an honest first draft reduce the number of rounds more than any negotiation with the regulator later.
Indicative timing
Review periods are guides, not commitments, and they run from a complete submission. Some published reference points: Nasdaq states in its Initial Listing Guide (January 2026) that exchange review of the application typically takes 4-6 weeks; this runs alongside SEC review of the registration statement. Bahrain Bourse rules set an initial review within 21 days, feedback within 7 days and a final review within 14 days of resubmission. For the Saudi CMA, secondary sources cite 2-4 months of review. In Singapore, from 4 January 2027 MAS prospectus review for Mainboard applications is consolidated under SGX RegCo with a target of 6-8 weeks for complete applications. HKEX, following its July 2026 competitiveness review, allows all new applicants to file non-publicly, which changes how much of the review is visible to the market.
Sponsors and listing advisers
Several markets require a regulated intermediary to stand between the issuer and the regulator. The LSE Main Market requires an FCA-approved sponsor for an ESCC listing. Nasdaq Dubai requires a sponsor and a compliance adviser. On DFM and ADX, foreign and free zone companies need a Listing Advisor for one year. HKEX applications are led by a licensed sponsor who carries out due diligence. On AIM, the Nomad plays this role for the life of the listing. These firms are the regulator's first line of comfort, so their own diligence findings shape the pace of approval.