It may be easier than you think to get your company listed for trading, even without an IPO or a reverse merger. Actually, "going public" and getting listed are two different and distinct processes, even though closely associated. That’s because the "public" part deals with establishing the "free tradeability" of your stock under the federal securities laws, while listing on a national quotation service is more directly controlled by the National Association of Securities Dealers, or NASD.

As you probably know, federal laws prohibit sales of corporate securities by issuers, or resales by security holders, unless the securities have been registered under the Securities Act of 1933. The prohibition is not absolute, however, leaving open certain "exemptions" from the registration requirement in certain circumstances.

Issuers are permitted an exemption from the registration requirements (commonly called the "private placement" exemption) when (a) the securities are sold to only wealthy, sophisticated investors, plus a small number of other investors, and (b) there is no public advertisement or general solicitation in connection with the offers and sales. This is the exemption that entrepreneurs typically rely upon in the organization and early financing phases of the business.

Re-sellers are afforded a similar exemption (the "Section 4(1) exemption") in cases of private resales that are not deemed to be an underwriting or involving a broker. In this context, "underwriting" is a rather amorphous concept, not specifically defined by the S.E.C., and so it has sometimes fallen to the courts of law to determine whether a particular resale transaction qualifies for the exemption.

To obtain NASD approval for quotation, a company must demonstrate, among other things, that a sufficient amount of a class of its securities is eligible for public sale or resale. There are a couple of ways the requirement can be satisfied.

One way is to file a registration statement under the Securities Act of 1933. This includes, but is not limited to, the well-known case of the "IPO." The latter term is generally understood to refer to the "first public sale" of stock by a company, but issuers are free to repeat the process of registering public offerings of stock any number of times to raise additional capital. In any event, once a registration statement becomes effective, all of the shares so registered become "free-trading" and can be publicly sold (and re-sold) indefinitely, so long as the issuer continues to file its obligatory reports (e.g., 10-Ks, 10-Qs, etc.). Generally, a broker who underwrites a public offering will also arrange for listing of the company’s stock on an appropriate exchange or national quotation service.

A company may, however, do a "self-underwriting," sometimes called a Direct Participation Offering (DPO). (Click here for more on DPOs). In these cases, the securities may qualify for Bulletin Board or Pink Sheet listing as well, depending upon the procedures followed in the offering. Because there usually is no underwriting broker involved in these offerings, the company will have to take the initiative in applying for listing. Such an application must be made through a Broker-Dealer who is a member in good standing of NASD, submitting the information prescribed by Rule 15c-2-11 under the Exchange Act in a form prescribed by NASD. A corporate finance support firm such as GoPublicFAST.com, can help with this process.