OTCQX Market Rules

OTCQX Rules for International Companies are designed to create informed and efficient securities markets.  The OTCQX Market connects global companies to the U.S. trading market, so brokers and investors have access to necessary information to intelligently analyze, value and trade securities.  


​International companies must act with integrity, meet high standards, provide timely U.S. disclosure of financial reports, provide shareholder communications and material news that is released in their home market, and demonstrate compliance with securities laws and regulations. 


An OTCQX International company will support a fair, orderly and efficient U.S. trading market in its securities, increase confidence in its operations and enhance their reputation with shareholders and the general public.    

OTCQX Standards

 

Eligibility Standards

  • Not be a Shell Company or Blank-Check Company
  • Not be subject to any Bankruptcy or reorganization proceedings
  • Must be duly organized, validly existing and in good standing under the laws of each jurisdiction in which the Company is organized or does business
  • Submit a Letter of Introduction from an OTCQX Sponsor

Disclosure Standards

  • Meet one of the following Reporting Standards:
    • SEC Reporting Standard
    • Regulation A Reporting Standard
    • Alternative Reporting Standard
  • Audited annual financials by a Public Company Accounting Oversight Board (PCAOB) auditor and unaudited interim financial reports, prepared in accordance with U.S. GAAP
  • Timely disclosure of material news releases

Corporate Governance Standards

  • Have a board of directors that includes at least 2 Independent Directors
  • Have an Audit Committee, a majority of the members of which are Independent Directors; and
  • Conduct annual shareholders’ meetings and make annual financial reports available to its shareholders at least 15 calendar days prior to such meetings

Financial Standards

OTCQX U.S.

InitialOngoingPenny Stock RuleMeet one of the following exemptions detailed below:

Net Tangible Assets:
$5 million: Less Than 3 Years Operations
$2 million: 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: $1 million
Revenues: $2 million
Total Assets: $5 millionBid Price$0.25$0.10Market Capitalization$10 million$5 millionPriced Quotes by
Market Makers on OTC Link12 (within 90 days)Shareholders50 beneficial shareholders each owning at least 100 shares50 beneficial shareholders each owning at least 100 shares

OTCQX U.S. Premier

InitialOngoingPenny Stock RuleMeet one of the following exemptions detailed below:

Net Tangible Assets:
$2 million

OR

Revenue:
$6 million average for last 3 yearsBid Price$4.00$1.00Stockholders Equity$4 million$1 millionPublic Float500,000 shares500,000 sharesPriced Quotes by
Market Makers on OTC Link14 (within 90 days)Shareholders100 beneficial shareholders each owning at least 100 shares100 beneficial shareholders each owning at least 100 sharesOperating History3 yearsMeet one of the following StandardsMarket Value StandardMarket Value of Public Float$15 million$15 millionMarket Capitalization$50 million$35 millionORNet Income StandardMarket Value of Public Float$1 million$1 millionNet Income$750,000$500,000Market Capitalization$10 million$5 millionNotes:
1) Financial standards must be met based on audited financial statements dated within the past 15 months.
2) Public Float is 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.Companies on OTCQX as of December 31, 2015 will be required to demonstrate compliance with additional financial and corporate governance standards, if applicable, no later than the publication of their annual report during calendar year 2017.