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Sponsored ADRs: Definition, Levels, and Examples

Last updated 03/28/2024 by

Silas Bamigbola

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Sponsored ADRs, or American Depositary Receipts, represent a convenient way for American investors to gain exposure to foreign companies. Unlike unsponsored ADRs, sponsored ADRs are backed by a legal relationship between the ADR and the foreign company, allowing them to be listed on major exchanges. This article explores the definition of sponsored ADRs, their significance, different levels, and additional means of foreign investing.

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Introduction to sponsored ADRs

American Depositary Receipts (ADRs) are financial instruments that allow investors in the United States to invest in foreign companies without needing to purchase the stock directly on international exchanges. Sponsored ADRs, in particular, are issued by a bank on behalf of a foreign company, establishing a legal relationship between the ADR and the company. This article delves into the intricacies of sponsored ADRs, their importance in international investing, and the various levels they can take.

Understanding sponsored ADRs

Definition and significance

Sponsored ADRs represent ownership in the equity of a foreign company, with each ADR typically representing one or more shares of the foreign company’s stock. The sponsorship distinguishes these ADRs from unsponsored ones, as it creates a legal relationship between the issuing bank, the ADR holders, and the foreign company.
This sponsorship is crucial as it ensures that the foreign company absorbs the cost of issuing the ADRs, making it a more attractive option for companies seeking to tap into American capital markets. As a result, sponsored ADRs often receive greater visibility and liquidity, being listed on major exchanges such as the New York Stock Exchange (NYSE) or the NASDAQ.

Levels of sponsored ADRs

There are three levels of sponsored ADRs, each offering varying degrees of visibility, compliance, and disclosure requirements:

Level I sponsored ADRs

Level I sponsored ADRs are the simplest form and can only be traded over-the-counter (OTC). They do not require registration with the Securities and Exchange Commission (SEC) and are not subject to the same level of disclosure as higher-level ADRs. However, they provide foreign companies with an easy entry into the U.S. market.

Level II sponsored ADRs

Level II sponsored ADRs can be listed on a U.S. exchange, offering greater visibility and access to a broader investor base. Companies issuing Level II ADRs must comply with SEC regulations, including filing periodic financial reports and adhering to Generally Accepted Accounting Principles (GAAP).

Level III sponsored ADRs

Level III sponsored ADRs allow foreign companies to raise capital by issuing new shares through a public offering in the United States. These ADRs require the highest level of compliance with SEC regulations, including extensive disclosure requirements and adherence to stringent accounting standards.

Means of foreign investing

Foreign direct investing (FDI)

In addition to investing in ADRs, investors can gain exposure to foreign markets through foreign direct investing (FDI). FDI involves establishing business operations in a foreign country, either through wholly-owned subsidiaries, joint ventures, or strategic partnerships.

Franchises, subsidiaries, and joint ventures

Companies seeking to expand internationally may opt for various strategies, including opening franchises, establishing subsidiaries, or forming joint ventures with local partners. These approaches allow companies to leverage local expertise, mitigate risks, and capitalize on market opportunities.

Examples of sponsored ADRs

To illustrate the concept of sponsored ADRs further, let’s consider a few examples:

Alibaba Group Holding Limited (BABA)

Alibaba, a Chinese e-commerce giant, has sponsored ADRs listed on the New York Stock Exchange (NYSE) under the ticker symbol BABA. These ADRs allow American investors to participate in the growth of Alibaba’s business without the complexities of investing directly in Chinese stock exchanges.

Toyota Motor Corporation (TM)

Toyota, a Japanese automotive manufacturer, issues sponsored ADRs traded on the NYSE under the ticker symbol TM. These ADRs provide American investors with exposure to Toyota’s performance and dividends without the need to navigate the Japanese stock market.

Benefits of sponsored ADRs

Sponsored ADRs offer several advantages to both investors and foreign companies seeking access to U.S. capital markets.

Enhanced visibility and liquidity

By being listed on major exchanges such as the NYSE or NASDAQ, sponsored ADRs gain greater visibility among investors and enjoy higher trading volumes, resulting in increased liquidity. This enhanced liquidity allows investors to buy and sell ADRs more easily, reducing transaction costs and improving market efficiency.

Diversification opportunities

Sponsored ADRs enable American investors to diversify their portfolios by gaining exposure to foreign companies across various sectors and regions. This diversification helps mitigate risk by spreading investments across different markets, industries, and currencies, enhancing overall portfolio resilience.

Risks and considerations of sponsored ADRs

While sponsored ADRs offer numerous benefits, investors should also be aware of the associated risks and considerations.

Foreign exchange risk

Investing in sponsored ADRs exposes investors to foreign exchange risk, as the value of the ADRs may fluctuate based on changes in exchange rates between the U.S. dollar and the currency of the foreign company’s home country. This risk can impact the returns earned by investors, particularly during periods of currency volatility.

Political and economic risks

Sponsored ADRs are subject to political and economic risks associated with the foreign company’s home country. Factors such as political instability, changes in government policies, and economic downturns can affect the company’s financial performance and the value of its ADRs.

Types of sponsored ADR programs

Sponsored ADR programs can vary based on the specific needs and objectives of the foreign company. Understanding the different types of sponsored ADR programs can provide insights into the level of involvement and commitment of the company to the U.S. capital markets.

Primary vs. secondary offerings

Primary sponsored ADR offerings involve the issuance of new ADRs by the foreign company to raise capital in the U.S. market. In contrast, secondary offerings involve the sale of existing ADRs by current shareholders, providing liquidity without diluting ownership.

Direct vs. indirect custody

In a direct custody sponsored ADR program, the foreign company appoints a depositary bank to manage the ADR program directly. In contrast, an indirect custody program involves the appointment of an intermediary bank to act as an intermediary between the foreign company and the depositary bank.


Sponsored ADRs play a vital role in facilitating international investing by providing American investors with access to foreign companies’ stocks. Understanding the different levels of sponsored ADRs and alternative means of foreign investment empowers investors to diversify their portfolios and capitalize on global opportunities.

Frequently asked questions

What is the difference between sponsored ADRs and unsponsored ADRs?

Sponsored ADRs are issued with the involvement and backing of the foreign company, creating a legal relationship between the ADR and the company. Unsponsored ADRs, on the other hand, are issued without the company’s involvement and typically trade on the over-the-counter market.

How do investors purchase sponsored ADRs?

Investors can purchase sponsored ADRs through their brokerage accounts, just like they would purchase shares of domestic stocks. The ADRs are traded on major U.S. exchanges, making them accessible to American investors.

What are the tax implications of investing in sponsored ADRs?

Investors in sponsored ADRs may be subject to foreign withholding taxes on dividends and capital gains. However, the specific tax implications depend on factors such as the investor’s country of residence and any tax treaties between that country and the foreign company’s home country.

Can investors participate in shareholder voting with sponsored ADRs?

In most cases, investors holding sponsored ADRs have the right to participate in shareholder voting on matters such as corporate governance and major business decisions. However, the extent of voting rights may vary depending on the level of ADR and the terms outlined in the deposit agreement.

How are dividends paid to investors holding sponsored ADRs?

Dividends on sponsored ADRs are typically paid in U.S. dollars, converted from the foreign currency at the prevailing exchange rate. The depositary bank then distributes the dividends to ADR holders in accordance with the terms of the deposit agreement.

What factors should investors consider when evaluating sponsored ADRs?

Investors should consider factors such as the financial health of the foreign company, its growth prospects, the regulatory environment in its home country, and any geopolitical risks that may impact its operations. Additionally, investors should assess the level of transparency and corporate governance practices of the company.

Are there any restrictions on the resale of sponsored ADRs?

There may be restrictions on the resale of sponsored ADRs, particularly for investors holding substantial positions or for ADRs issued through private placements. Investors should review the terms outlined in the deposit agreement and consult with their financial advisors before selling their ADR holdings.

Key takeaways

  • Sponsored ADRs allow American investors to invest in foreign companies without purchasing stock directly on international exchanges.
  • There are three levels of sponsored ADRs, each with varying levels of visibility, compliance, and disclosure requirements.
  • Foreign direct investing (FDI) offers another avenue for gaining exposure to foreign markets through establishing business operations abroad.

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