Does Your Company Qualify?
U.S. companies traded on the OTCQX marketplace must meet high quantitative and qualitative financial standards - they must be current in disclosure, and must be sponsored by a professional third-party investment bank or attorney advisor: Designated Advisor Disclosure (DAD).
U.S. companies have two options when qualifying for OTCQX: OTCQX U.S. and OTCQX U.S. Premier.
Companies that are incorporated outside the U.S. should follow our International Qualifications.
OTCQX U.S. Requirements
- Must have proprietary priced quotations published by a FINRA member and SEC regulated broker-dealer on OTC Link® ATS, our SEC-registered Alternative Trading System
- No shells or blank check companies. May not be subject to any bankruptcy or reorganization proceedings
- Meet one of the following exemptions, consistent with the definition of a “Penny Stock” under Rule 3a51-1 under the Securities Exchange Act of 1934:
- Have a bid price of $5 or more; or
- Have net tangible assets of $2,000,000, if the issuer has been in continuous operation for at least three years, or $5,000,000, if the issuer has been in continuous operation for less than three years; or
- Have average revenue of at least $6,000,000 for the last three years.
- A minimum bid price of $0.10 (for preceding 30 consecutive calendar days)
- At least 50 beneficial shareholders, each owning at least 100 shares of the company's common stock
- Two years of audited annual financial reports available
- Issuers of SEC-registered securities must be current in required reporting. Non-SEC registered companies must be compliant with the Alternative Reporting Standards (ARS). Click here to learn more about Reporting Requirements
- Non-SEC Reporting Companies must be published in the S&P or Mergent Manual for Blue Sky compliance, allowing broker-dealers to recommend the security in up to 38 states
- DAD Letter of Introduction upon application process completion, and annually thereafter, confirming that the company has made adequate current information publicly available and meets the marketplace inclusion requirements
OTCQX U.S. Premier Requirements
- A minimum bid price of $1(for preceding 30 consecutive calendar days)
- At least 100 beneficial shareholders, each owning at least 100 shares of the company's common stock
- The company meets the financial qualification standards for OTCQX U.S. Premier
- The company conducts Annual shareholders' meetings
- The company meets all of the requirements of the OTCQX U.S. above
|OTCQX U.S.||OTCQX U.S. Premier|
|Total Assets||$2 million||$2 million|
|Market Value of Publicly Held Shares||$1 million|
|Publicly Held Shares||500,000|
|Conduct Annual Shareholders' Meeting||Yes|
|Must also satisfy one of the below||Must also satisfy one of the below|
|Revenue||$2 million||at least $6 million average for the last three years|
|Net Tangible Assets||$1 million||$2 million if in operation for at least three years, or $5 million if in operation for less than three years|
|Must also satisfy one of the below|
|Net Income||$500,000||$500,000 (in the latest fiscal year or in two of the last three fiscal years)|
|Stockholders’ Equity||$2.5 million|
|Market Value of Listed Securities||$5 million||$35 million|
1) Publicly Held Shares are defined as total shares outstanding minus shares held by officers, directors, or beneficial owners of more than 10% of the company.
For more detailed information on how to qualify for OTCQX U.S., please see the OTCQX Rules for U.S. Companies.