I tried to do something like this once. If you were to try in the USA, here's what I might tell you: The regulatory burden is immense. This is a project for

I tried to do something like this once. If you were to try in the USA, here's what I might tell you: The regulatory burden is immense. This is a project for lawyers. However, keeping ordinary investors away from your exchange would help a lot. Open it to accredited investors only. This would make the regulatory environment much simpler. You would be competing against established competitors, like the Toronto Venture Exchange, on which are traded companies with a market cap of a few million dollars. An IPO for a company to be traded on the TVE is a lot like a series A in the USA. Keep in mind that you are talking about three functions: 1) turning the stock of a company into something that can be bought and sold by the public 2) distributing that stock to its initial buyers 3) giving that stock a place to be bought and sold The first two are done by investment banks, who normally do the work of preparing the stock of the company to be traded on NASDAQ as well. Only the last function is what an exchange does. #2 is what W.R. Hambrect has been trying to improve with his OpenIPO (see link below). Generally in small market cap companies the job of a "market maker" is thought to be essential. I don't buy this. I think an exchange without much liquidity is better than nothing. Start reading here: http://en.wikipedia.org/wiki/OpenIPO http://en.wikipedia.org/wiki/OpenIPO http://en.wikipedia.org/wiki/Electronic_Communication_Network http://en.wikipedia.org/wiki/Electronic_Communication_Networ... http://en.wikipedia.org/wiki/Arizona_Stock_Exchange http://en.wikipedia.org/wiki/Arizona_Stock_Exchange http://en.wikipedia.org/wiki/Over-the-counter_ http://en.wikipedia.org/wiki/Over-the-counter_(finance) I'm not a lawyer and this is not legal advice. Get a lawyer.