Annual and Quarterly Reporting Under the OTC Markets Alternative Reporting Standard

The OTC Markets Alternative Reporting Standard provides a disclosure framework for companies that are not required to file reports with the SEC. Under this standard, issuers post financial and corporate information to the OTCIQ disclosure portal to satisfy the public information requirements of Rule 15c2-11. To maintain Current Information status, issuers must publish annual and quarterly reports, officer certifications, and a Manager’s Certification with Respect to Current Information.

Who Must Comply With the Alternative Reporting Standard

The standard applies to non-SEC-reporting issuers quoted on OTCID (Current Information) or OTCQB, certain foreign private issuers not filing Form 20-F or 6-K, and private companies seeking quotation under Rule 15c2-11. Failure to post required disclosures leads to a downgrade or suspension.

Annual Report Requirements

Annual reports must be uploaded to OTCIQ within 90 days of the fiscal year end and include:

• Financial Statements: Balance Sheet, Income Statement, Cash Flows, and Stockholders’ Equity.
• Notes to financials describing accounting policies and significant items.
• If available, the auditor’s report with firm credentials.
• Comparative prior-year financial information.
• Management’s Discussion and Analysis (MD&A) covering operations, liquidity, and future plans.
• Corporate Information: business description, officers, directors, share structure, and transfer agent.
• Officer Certification signed by the CEO and CFO affirming the accuracy of the report.

Quarterly Report Requirements

Quarterly reports must be filed within 45 days of quarter-end and include unaudited financials, Management Discussion and Analysis (MD&A) discussion, and updates to share structure or management. Failure to post three consecutive quarters results in a downgrade to Limited Information.

Manager’s Certification

The Management Certification is due 45 days after the due date for the company’s annual report. It is used for the following:

• Confirms what reporting requirements the company is subject to.
• Certifies that the company understands its reporting obligations.
• Confirms information regarding the company’s counsel, officers, directors, large shareholders, and convertible debt holders.

Additional Information to Be Disclosed

Issuers must also disclose the following information:

• Material contracts and shareholder agreements.
• Changes in control or major financing transactions.
• Legal proceedings and pending litigation.
• Current website and investor-relations contact details.

OTC Markets Common Reporting Mistakes & Disclosure Failures

• Unsigned or incomplete financial statements.
• Missing MD&A discussion or liquidity analysis.
• Lack of officer certification.
• Failure to respond to OTC Markets inquiries.

Maintaining Current Information Status on the OTC Markets

Issuers must remain current with filings, respond promptly to compliance queries, and ensure Manager’s Certifications and financials are up to date. Financial statements older than 16 months trigger an automatic downgrade to the Expert Market until compliance is restored.

Conclusion

The Alternative Reporting Standard allows non-SEC-reporting issuers to maintain transparency and market access through OTCIQ filings. Accurate, timely reporting and properly executed Manager’s Certification are critical for maintaining Current Information status and investor confidence.

Hamilton & Associates Law Group assists issuers with Rule 15c2-11 compliance, Alternative Reporting Standard filings, and OTCIQ submissions to prevent downgrades or suspension.

If you are seeking assistance with your OTC Markets reporting requirements or would like to speak with a Securities Attorney, Hamilton & Associates Law Group, P.A. is ready to help. 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