OTCQX Requirements & Fees
The OTCQX requirements support a transparent marketplace with high quality issuers, financial information disclosure and efficient trading for U.S. investors.
OTCQX has a baseline set of requirements for U.S. corporations and international businesses incorporated in the U.S. Companies that are incorporated outside the U.S. should follow our international standards.
Any issuer with proprietary priced quotations published by a market maker on OTC Link will be eligible to enter the tier for which it is qualified. Companies that meet the financial requirements of NASDAQ's Capital Market Continued Listing Standards may be eligible for the higher OTCQX U.S. Premier Tier.
- Shall not be a Shell Company or Blank-Check Company;
- A minimum bid price of $0.10 (for preceding 90 trading days);
- Must meet the Initial Standards found in the chart below;
- 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:
a. Have a bid price of $5 or more; or
b. 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
c. Have average revenue of at least $6,000,000 for the last three years.
- Appointment of a Designated Advisor for Disclosure (DAD);
- The company may not be subject to any bankruptcy or reorganization proceedings;
- The company must be duly organized, validly existing and in good standing under the laws of each jurisdiction in which the company is organized;
- At least 50 beneficial shareholders, each owning at least 100 shares of the Company's common stock;
- Ongoing quarterly and audited annual financial reports posted on OTCQX.com, a premier website for qualifying companies (SEC Registered issuers can use EDGAR); and
- Inclusion in the Standard & Poor's Corporation Records or Mergent Manuals (fka Moody's Manuals), which satisfies the Blue Sky requirements for secondary transactions in many states, together with a list of any other states in which the security is Blue Sky compliant and eligible to be sold by brokers in those states;
- DAD Letter of Introduction upon application process completion and quarterly and annually thereafter to OTC Markets Group Inc. confirming that the issuer has made adequate current information publicly available and meets the tier inclusion requirements.
OTCQX U.S. Premier
Designed to identify issuers that are of the size and quality to list on a National Stock Exchange. Additional requirements include:
- A minimum bid price of $1(for preceding 90 business days);
- At least 100 beneficial shareholders, each owning at least 100 shares of the company's common stock;
- The company meets the financial qualifications for continued listing on the NASDAQ Capital Market;
- Conduct Annual shareholders' meetings; and
- The company meets all of the requirements of the OTCQX U.S. Tier 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 $6,000,000 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) All criteria must be met using data as of the most recent fiscal year except for bid price which is monitored on a daily basis.
2) The OTCQX U.S. Premier requirements incorporate the NASDAQ Capital Market Continued Listing Standards.
3) 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 admission criteria, please see the OTCQX Marketplace Rules.