A Beginner’s Guide to Listing on the OTCID Basic Market
On July 1, 2025, OTC Markets introduced the OTCID Basic Market, replacing the OTC Pink Market. This new platform offers a streamlined way for both public and private companies looking to go public to trade their securities while ensuring transparency for investors, brokers, and regulators. If you’re considering listing your company on the OTCID, this guide breaks down the key requirements and steps in a simple, approachable way.
What is the OTCID Basic Market?
The OTCID Basic Market is designed for companies that want to provide basic financial disclosures and management certifications. It’s a stepping stone for businesses looking to go public or maintain a public presence with straightforward compliance requirements. To list on the OTCID, companies must meet specific eligibility criteria, maintain ongoing disclosures, and comply with regulatory standards.
Who Can List on the OTCID?
Both existing public companies and private companies going public are eligible to list on the OTCID, provided they meet the OTC Markets’ criteria. Whether you’re a U.S.-based company, an international firm, or a bank, there’s a pathway for you to join this market.
Key Eligibility Criteria
To qualify for the OTCID, your company must fit into one of these categories:
- SEC Reporting Company, Regulation A Reporting Company, or Regulation Crowdfunding Company – These are companies already filing reports with the SEC.
- International Reporting Company – Companies exempt from SEC registration under Exchange Act Rule 12g3-2(b) and listed on a non-U.S. stock exchange.
- Alternative Reporting Company – Companies not registered with the SEC but willing to meet OTCID’s disclosure standards.
- U.S. Bank – Banks filing reports (like Call Reports) with a U.S. Bank Regulator.
Additionally, your company must:
- Be in good standing under the laws of the jurisdictions where it operates.
- A Company incorporated in the U.S. or Canada must retain a transfer agent that participates in the Transfer Agent Verified Shares Program (or provide share data directly if acting as your own transfer agent).
Disclosure Requirements for OTCID Listing
To trade on the OTCID, companies need to provide clear and consistent disclosures to keep investors informed. Here’s what’s required:
- Company Verified Profile
- Verify your company profile on OTCIQ.com initially and every six months thereafter.
- This ensures your company’s information is accurate and up-to-date for investors.
- Management Certification
- Most companies (except International Reporting Companies) must submit a Management Certification via OTCIQ.com, initially when joining or requalifying for OTCID and on an ongoing basis, alongside your annual report, within 45 days of the report’s due date.
- International Reporting Companies
- Must certify compliance with Exchange Act Rule 12g3-2(b) by completing a 12g3-2(b) Certification through OTCIQ.com, initially when joining or qualifying for OTCID, and on an ongoing basis, alongside your annual report, within 45 days of the report’s due date.
- Provide annual reports for the past two years (or since inception) and ongoing interim reports in English.
- SEC and Regulation A Reporting Companies
- File all required reports on EDGAR and stay current with reporting obligations.
- Alternative Reporting Companies
- Publish disclosures as per the OTCID Disclosure Guidelines via OTCIQ.com.
- Banks and Insurance Companies
- Banks must submit annual reports, audited financials, and material information shared with investors.
- Insurance companies relying on Exchange Act exemptions must file their Annual Regulatory Statement.
- Regulation Crowdfunding Companies
- File required reports on EDGAR and publish disclosures per OTCID guidelines.
Staying Compliant on the OTCID
Once listed, companies must maintain compliance to avoid suspension or removal. Here’s what you need to do:
- Pay Fees: Ensure all applicable fees (application, annual, etc.) are paid on time. Check the Corporate Services Fee Schedule on OTC Markets’ website for details.
- Respond to OTC Markets: Reply promptly to inquiries, including submitting Personal Information Forms or Background Check Authorization Forms for new officers or directors.
- Follow OTCID Rules: Your company is responsible for the accuracy of all disclosed information.
- Comply with Laws: Adhere to U.S. federal and state securities laws and cooperate with regulators.
- Report Corporate Actions: Notify FINRA at least 10 business days before actions like dividends, stock splits, or mergers, per Exchange Act Rule 10b-17.
- Disclose Affiliate Transactions: Officers, directors, or affiliates must inform their broker-dealer of their status before trading company securities.
- Notify Change in Control: Report any Change in Control (e.g., a merger or major ownership shift) within 20 days and update your Company Profile and Management Certification.
If you can’t file reports on time, submit a Notification of Late Filing via OTCIQ.com within one business day of the due date to get a short extension (5 days for quarterly reports, 15 days for annual reports).
What Happens if You Don’t Comply?
Failure to meet OTCID requirements results in automatic removal from the market. Additionally, OTC Markets may suspend or remove your company if it believes continued listing could harm its reputation or investors’ interests.
Requalifying for OTCID
If your company is removed, you can requalify by:
- Meeting all eligibility criteria and paying the required fees.
- For companies with a Change in Control, submit a new application and fees within 20 days of notification.
Changes to OTCID Rules
OTC Markets can amend the OTCID Rules at any time. Major changes take effect 30 days after an OTCID Rules Release, while minor updates may apply immediately.
Key Terms to Know
- Change in Control: A significant shift in ownership, board composition, or assets (e.g., someone acquiring 50%+ of voting power).
- OTCIQ.com: The online portal for submitting disclosures, certifications, and reports.
- Company Verified Profile: A verified snapshot of your company’s information on the OTC Markets website.
- EDGAR: The SEC’s online system for filing reports.
- Transfer Agent Verified Shares Program: A program where transfer agents share data like authorized and outstanding shares with OTC Markets.
Why List on the OTCID?
Listing on the OTCID Basic Market is a cost-effective way to access public markets, increase visibility, and provide transparency to investors. With clear disclosure requirements and a structured process, it’s an excellent option for companies looking to grow while meeting regulatory standards.
If you have questions about taking your company public or need to hire a securities attorney, Hamilton & Associates Law Group, P.A. is ready to assist you. Our Founder, Brenda Hamilton, is a nationally known and recognized securities attorney with over two decades of experience assisting issuers worldwide with going public on the Nasdaq, NYSE, and OTC Markets. Since 1998, Ms. Hamilton has been a leading voice in corporate and securities law, representing both domestic and international clients across diverse industries and jurisdictions. Whether you are taking your company public, raising capital, navigating regulatory challenges, or entering new markets, Brenda Hamilton and her team deliver the experience, strategic insight, and results-driven representation you need to succeed.
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].
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
www.SecuritiesLawyer101.com
