How to Get Traded
To become an OTCQX, OTCQB or Pink company, at least one broker-dealer must quote the company's securities on OTC Link® ATS. OTC Link® ATS is operated by OTC Link LLC, an SEC-registered Alternative Trading System (ATS) and FINRA member broker-dealer wholly owned by OTC Markets Group. Unlike on stock exchanges, companies do not list their own stock for trading. Rather, broker-dealers begin quoting new securities on OTC Link® ATS by submitting a Form 211 with the Financial Industry Regulatory Authority (FINRA). In some cases, there may be an exemption available that permits a broker-dealer to begin quoting a stock without filing a Form 211. Generally, this happens when the broker-dealer is already quoting the stock on another platform or if the broker-dealer is only representing an unsolicited customer order, not making a market.
Finding a Broker-Dealer to Sponsor Your Company
Only SEC-registered and FINRA-approved broker-dealers (market makers) may quote securities on OTC Link® ATS. Today there are over 130 broker-dealers that use OTC Link® ATS to quote and trade securities. Only one broker-dealer quotation is required to start trading. OTC Markets Group cannot recommend specific broker-dealers. However, broker-dealers included in our 211 Broker-Dealer List welcome potential issuers to contact them to discuss making a market in their company's stock.
Not all broker-dealers are willing to sponsor a new security and file a Form 211. Many broker-dealers will begin to quote a security only after another firm does the paperwork to be quoted on OTC Link® ATS. After 30 days, the newly quoted stock becomes "piggyback qualified," meaning any broker-dealer from that point on can begin quoting it without filing the Form 211 on its own.
Current financial information must be submitted with the Form 211. FINRA rules do not require that financial statements are audited, but they should be prepared in accordance with GAAP or, for international companies, in accordance with their home country's accounting standards.
Qualification for higher markets requires additional disclosure from companies:
- OTCQX: The OTCQX market is comprised of qualified companies that meet high financial standards, follow best practice corporate governance, demonstrate compliance with U.S. securities laws, and have a professional third-party sponsor introduction. Click here to review reporting requirements for OTCQX companies
- OTCQB: The OTCQB market requires that companies are current in their reporting, meet a minimum bid test of $0.01, and undergo an annual verification and management certification process. Companies may not be in bankruptcy. Click here to review OTCQB requirements
- Pink: There are no qualifications, disclosure or financial requirements for the Pink market. Pink is a broker-driven market and only requires a broker to file Form 211 to quote a security
While there is no requirement that Pink companies provide updated financial information to OTC Markets Group, federal securities law requires that adequate current information must be publicly available when a company’s securities are off-exchange traded under the following circumstances:
- At the time of initial quotation in public markets
- At any time corporate insiders or other affiliates of the issuer are offering, buying or selling the company's securities off-exchange
- During any period that the company or affiliates of the company are directly or indirectly engaged in promotional activities having the effect of encouraging trading of the company’s securities off-exchange
- At the time securities initially sold in a private placement become freely tradable in the OTC equities market
If any of the four above situations are occurring, companies subject to Section 13 or 15(d) of the Securities Exchange Act of 1934 must be current in their reporting obligations to the SEC. OTC Markets Group provides the OTC Disclosure & News Service for non-SEC reporting companies to make their information publicly available for investors and advisors. For more information on this service please see the OTC Disclosure & News Section.
Companies do not pay fees to be quoted on OTC Link® ATS, but may elect to upgrade to the OTCQX or OTCQB markets, where there are applicable fees:
Broker-dealers pay a monthly fee to quote a security on OTC Link® ATS.