OTC Markets Group Offers New Guidance for Submitting Attorney Letters

OTC Markets Group has published amendments to the Pink Basic Disclosure Guidelines. The amendments to the Guidelines have been updated to require additional information about ownership and to improve investor access to company disclosure by establishing best practices for publication of the disclosure documents and any accompanying Attorney Letters.

All quarterly and annual reports for the period ended December 31, 2022 or later must be prepared using the amended Guidelines (found here).

Best Practices

OTC Markets also wants to remind Attorneys submitting Letters with Respect to Current Information of their obligations under the Attorney Letter Agreement.  Attorneys prepare, and/or assist in the preparation of disclosure materials that are posted in the OTC Disclosure & News Service by, or on behalf of Issuers. These materials are relied upon by public investors in making their investment decisions. Thus, OTC Markets, and the investing public, must be able to rely upon the integrity of in-house and retained lawyers who represent issuers.

Submission of an Attorney Letter expressing the opinion that adequate current information is available pursuant to the Pink Basic Disclosure Guidelines should occur only after you thoroughly review the issuer’s disclosure materials and are able to make such an assertion. OTC Markets is not in the business of assessing Issuer disclosure for completeness and providing deficiency letters. That is a responsibility you agreed to undertake on your client’s behalf.

Common Issues to Avoid

  • Review all your client’s disclosure documents and work with them to make needed corrections before the documents are uploaded to OTCIQ.com. It is the responsibility of the company and their attorney to review all disclosure for accuracy and completeness before making it publicly available to investors and OTC Markets Group.
  • Financial Statements – Ensure that the financial statements are complete, correctly dated, and prepared in accordance with U.S. GAAP · Beneficial Owner Identification – Ensure that corporate entities on any disclosure are accompanied by the name of the control person(s) for those entities.
  • Accurately list which Report(s) are covered in the Attorney Letter and on which dates those Report(s) were published to otcmarkets.com by the company.
  • Consistent disclosure of shell status under the SEC definition.

Questions regarding the amended Pink Basic Disclosure Guidelines or your responsibilities when writing an Attorney Letter with Respect to Current Information can be directed to [email protected].


To speak with a Securities Attorney, please contact Brenda Hamilton at 200 E Palmetto Rd, Suite 103, Boca Raton, Florida, (561) 416-8956, or by email at [email protected]. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Attorneys
Brenda Hamilton, Securities Attorney
200 E Palmetto Rd, Suite 103
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855