OTC Listing Requirements

The OTC Markets Group, formerly known as the National Quotation Bureau (NQB), is an organization that facilitates the trade of Over The Counter (OTC) stocks and other securities. OTC Markets maintains its own tiers and listing requirements for each. An Over The Counter stock is a financial security that does not trade on a formal stock exchange. Rather, these securities are traded through a dealer network such as OTC Market Group which include electronic quoting and lower listing requirements than a formal exchange. OTC securities are highly regulated securities by FINRA and the SEC.

The OTC Markets Group was formally established in its present form in 2010, and provides information on over 10,000 OTC securities. Presently, a network of over 100 established broker-dealers (institutions that act as a financial securities broker and/or dealers) trade on the OTC Markets system.

The OTC Markets Group platform is segregated into 3 distinct market tiers: the OTCQX, the OTCQB, and the Pink. Each of these different tiers is separated based on perceived risk levels, which depend on the quality and regularity of a listed company's reporting information and disclosures.

OTCQX

The OTCQX, branded as the 'OTCQX, The Best Market,' has the most stringent listing standards of the three OTC Markets.

Noteable OTCQX companies include AcuityAds Hldgs Inc. (OTCQX: ACUIF), Nouveau Monde Graphite Inc. (OTCQX: NMGRF), and CV Sciences, Inc. OTCQB. The OTCQX has different eligibility requirements depending on whether a firm is international, U.S. based, or a bank.

OTCQX U.S. Standard Requirements

Initial

Ongoing

Penny Stock Rule

Meet one of the following exemptions detailed below:

Net Tangible Assets:
$5mm: Less Than 3 Years Operations
$2mm: 3+ Years Operations

OR

Revenue:
$6 million average for last 3 years

OR

Bid:
$5; and
One of the below:
Net Income: $500,000
Net Tangible Assets: $1mm
Revenues: $2mm
Total Assets: $5mm

Bid Price

$0.25

$0.10

Market Cap

$10mm

$5mm

Price Quotes by Market Makers on OTC Link ATS

1

2 (within 90 days)

Shareholders

50 beneficial shareholders each owning at least 100 shares

50 beneficial shareholders each owning at least 100 shares

OTCQX Premier Requirements

Initial

Ongoing

Penny Stock Rule

Meet one of the following exemptions detailed below:

Net Tangible Assets:
$2mm

OR

Revenue:
$6 million average for last 3 years

Bid Price

$4.00

$1.00

Stockholders Equity

$4mm

$4mm

Price Quotes by Market Makers on OTC Link

1

4 (within 90 days)
Public Float 500,000 shares 500,000 shares

Shareholders

100 beneficial shareholders each owning at least 100 shares

100 beneficial shareholders each owning at least 100 shares

Operating history

3 years

 
Must meet one of the following standards:    
Market Value Standard:    

Market Value of Public Float

 $15mm $15mm

Market Capitalization

 $50mm $35mm

OR

    
Net Income Standard:    

Market Value of Public Float

 $1mm $1mm

Net Income

 $750,000 $500,000

Market Capitalization

 $10mm $5mm

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OTCQX U.S. Banks Standard Requirements

Initial

Ongoing

Penny Stock Rule

Meet one of the following exemptions detailed below:

Net Tangible Assets:
$5mm: Less Than 3 Years Operations
$2mm: 3+ Years Operations

OR

Revenue:
$6 million average for last 3 years

OR

Bid:
$5; and
One of the below:
Net Income: $500,000
Net Tangible Assets: $1mm
Revenues: $2mm
Total Assets: $5mm

Bid Price

$1.00

$1.00
Total Assets $100mm $100mm

Market Cap

$10mm

$5mm

Price Quotes by Market Makers on OTC Link

1

2 (within 90 days)

Shareholders

50 beneficial shareholders each owning at least 100 shares

50 beneficial shareholders each owning at least 100 shares

OTCQX Banks Premier Requirements

Initial

Ongoing

Penny Stock Rule

Meet one of the following exemptions detailed below:

Net Tangible Assets:
$2mm

OR

Revenue:
$6 million average for last 3 years

Bid Price

$4.00

$1.00

Total Assets

$100mm

$100mm

Stockholders Equity

$4mm

$4mm

Price Quotes by Market Makers on OTC Link

1

4 (within 90 days)

Shareholders

100 beneficial shareholders each owning at least 100 shares

100 beneficial shareholders each owning at least 100 shares

Operating history

3 years

 
Must meet one of the following standards:    
Market Value Standard:    

Market Value of Public Float

 $15mm $15mm

Market Capitalization

 $50mm $35mm

OR

    
Net Income Standard:    
Market Value of Public Float $1mm $1mm
Net Income $750,000 $500,000

Market Capitalization

 $10mm $5mm

See our full OTCQX listing requirements and standards to get listed onto OTCQX.

Investor Meet Community

OTCQB Requirements

OTCQB offers early stage to fully reporting companies the benefits of being a publicly traded company. Noteable OTCQB companies including Fannie Mae (OTCQB: FNMA), Freddie Mac (OTCQB: FMCC), and CV Sciences, Inc. OTCQB

Eligibility Requirements:

  • Comply with SEC Reporting (Exchange Act reporting standard or Regulation A), International Reporting, Bank Reporting, or OTC Alternative Reporting Guidelines as found here.
  • Audited annual company financials by a PCAOB auditor according to U.S. GAAP
  • At least 50 beneficial shareholders with at least 100 shares each
  • Non-shell companies only
  • Meet Corporate Governance standards including having two Independent Directors and an Audit Committee with the majority being independent directors.
  • Current in public reporting requirements with SEC, ARS or banking regulator
  • Be listed on a Qualified Foreign Exchange or be a U.S. reporting company (SEC, ARS, or U.S. Bank)
  • Provide timely disclosure of material news.
  • Not be subject to bankruptcy or reorganization proceedings.
  • Be validly existing and in good standing where company does business.
  • Bid Price of $0.01 for 30 calendar days before applying (not applicable if filing Form 211, company is traded on Qualified Foreign Exchange at price equal to or greater than $0.01)
  • Free trading shares (Public Float) of at least 10% of total outstanding shares
  • Utilize a transfer agent that participates in the Transfer Agent Verified Shares Program, such as Colonial Stock Transfer. See Transfer Agent Verified Shares Program.

OTCQB U.S. Standard Requirements

Initial

Ongoing

Bid Price

$0.01 (30 calendar days before applying not applicable if filing Form 211, company is traded on Qualified Foreign Exchange at price equal to or greater than $0.01)

 $0.01 (on at least one of the prior thirty calendar days)

Public Float

10% of total issued and outstanding shares

 Same

Shareholders

50 beneficial shareholders each owning at least 100 shares

 Same

Post-qualification Requirements (in addition to those in the chart):

  • Compliance with standards
  • Compliance with Federal and State securities laws
  • Payment of fees
  • Responding to OTC's requests
  • Meet on-going disclosure requirements
  • Maintain a verified OTC profile
  • Disclosure of convertible debt arrangements to the SEC EDGAR system or OTC Disclosure and News Services
  • Annual certification confirming company profile data
  • Interim event disclosure
  • Non-shell companies only

If you meet the standards and requirements above, we can help you with your OTCQB listing. Please contact us.

OTC Pink

Formerly known as 'The Pink Sheets' the OTC Market Group's 'Pink' is the least regulated of the three market tiers. Branded as 'Pink, the requirements for getting listed on the Pink are as follows:

  • File a Form 15c2-11 to FINRA. In order for a broker-dealer to submit your Form 15c2-11, they will most likely require your company to meet certain standards not seen here. Our team can provide guidance on this.
  • Company profile has been verified through OTCIQ
  • Attorney letter if company is not audited

Companies that trade on the Pink include penny stocks, shells, distressed companies, delinquent companies, and companies that have limited their disclosure.

If you meet the standards and requirements above, we can help you with your OTC Pink listing. Please contact us.

Listing Fees

The application and annual fees for each of the OTC tiers are listed below:

Application Fees

OTCQX

OTCQB

OTC Pink

Application Fee

$5,000

$5,000

$1,000

Annual Fee

$23,000

$14,000 (or semi-annually $7,500)

$5,000

How to Apply

We can help guide you through the process on making your OTC listing including:

  • Provide complete OTC listing consultation and support until trading
  • Help you meet OTC listing requirements and compliance
  • Completing application and materials required for listing
  • Work with stakeholders, auditors, and legal counsel to acheive OTC listing
  • Public company consulting after you are listed

Get Started with your OTC Listing

Ready for your OTC listing? Start by completing the form below.

OTC Transfer Agent Services

As a full-service transfer agency with over 30 years of industry experience, Colonial Stock Transfer can assist your firm with getting listed on the OTC Market Group's trading platform. To speak with a professional today or learn more about Colonial Stock Transfer, please contact us.