OTCQB

Eligibility Requirements

• Audited Annual Financials (PCAOB Audit required for U.S. Companies)

• Bid price of at least $0.01 for proprietary priced quotations published by a Market Maker in OTC Link**

• Not be in bankruptcy

• At least 50 Beneficial Shareholders, each owning at least 100 shares

• Freely traded Public Float of at least 10% of the total issued and outstanding of that security

• Transfer agent that participates in the Transfer Agent Verified Share Program (US and Canadian companies only)

** Companies that do not have proprietary priced quotations may become quoted by undergoing an “Initial Review” by OTC Markets Group or by having a broker-dealer file and clear a Form 211 with FINRA. Companies that may require an initial review include private companies looking to start a public market, non-U.S. companies listed on a foreign stock exchange, companies that were previously delinquent in their reporting obligations and companies with securities on the Grey Market. OTC Markets Group may conduct the initial reviews as part of the OTCQB application and approval process for qualifying companies. Shell Companies (or companies that display characteristics common to Shell Companies) and companies with less than 10% public float applying to the OTCQB Market should work directly with a broker-dealer to submit a Form 211 with FINRA.

View the complete list of OTCQB Eligibility Requirements

Reporting Requirements

Meet one of the following Reporting Standards:

• SEC Reporting Standard

• Regulation A Reporting Standard (Tier 2)

• U.S. Bank Reporting Standard

• International Reporting Standard

• Alternative Reporting Standard

Timely disclosure of material news

Corporate Governance Requirements (Alternative Reporting only)

• Have a board of directors that includes at least two Independent Directors

• Have an Audit Committee, a majority of the members of which are Independent Directors

Verification Requirements

• Maintain a Verified Company Profile

• Post an annual Management Certification (except for International Companies)

Background Checks

OTC Markets Group conducts comprehensive background checks on issuers, officers, directors, controlling shareholders and affiliated persons to maintain the integrity of the OTCQB and OTCQX markets. We also collect this information prior to granting a company access to the OTC Disclosure and News Service. A company can be disqualified from the OTCQB and OTCQX markets or denied services if OTC Markets determines, in its sole and absolute discretion, that the admission for trading on OTCQX or OTCQB or granting access to the OTC Disclosure and News Service would be likely to impair the reputation or integrity of OTC Markets Group or be detrimental to the interests of investors. Our process includes a review of a person’s legal and regulatory history, including criminal convictions, civil court orders, SEC disciplinary orders, SEC cease-and-desist orders, and suspensions from a self-regulatory organization. We may also consider ongoing regulatory or criminal investigations and civil actions related to securities law violations, fraud, forgery, counterfeiting, or other related offenses.

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Application Resources:

Step by Step OTCQB Application Guide for International Companies

Step by Step OTCQB Application Guide for U.S. Companies

How to Submit an OTCQB Application using Gateway

View Forms and Documents:

12g3-2(b) Certification Sample

Filing Instructions through OTCIQ

Notification of Late Filing

Background Check Authorization Form

Issuer Services Agreement

Management Certification Template

Personal Information Form

• Personal Information Form - Additional Disclosure Reporting (upon request only)

Alternative Reporting Standard Disclosure Guidelines for OTCQX and OTCQB

• Additional Disclosure: Mining Companies Oil & Gas Companies Real Estate Companies

• Supplemental Report – Catch All

User Change Request Form - OTCIQ

Rules for Issuers

OTCQB Rules (version 5.0)

Policies

Stock Promotion Policy

Guidance on Dilution Risk

Filing Timelines Reference
OTCQB Filing Timelines Reference

Fee Schedule & Payment Instructions