Corporate Actions and Symbol Changes on OTC Markets
Corporate actions, including name changes, stock splits, mergers, and symbol changes, are crucial for maintaining accurate market information for investors trading on the OTC Markets. These actions are regulated primarily by FINRA under Rule 6490 and coordinated with OTC Markets Group to ensure market transparency. Understanding the filing process, documentation, and timelines is crucial to avoiding trading disruptions or regulatory delays.
Overview: How Corporate Actions Are Processed
Public companies quoted on OTC Markets must notify FINRA of any corporate action that could affect their securities, including name or symbol changes, stock splits, or share restructures. FINRA reviews each action under Rule 6490 to verify compliance with securities laws and corporate governance procedures. Once processed, OTC Markets updates the issuer’s profile on OTCMarkets.com.
Step 1 — Prepare the Required Corporate Documents
Issuers should ensure all documents are consistent and properly executed to avoid review delays:
- Board Resolution and Shareholder Consent authorizing the action.
- Articles of Amendment or Merger filed with the state of incorporation.
- Certificate of Good Standing (if required).
- CUSIP confirmation letter from CUSIP Global Services.
- Supporting merger or reorganization agreements.
Step 2 — Submit a FINRA Corporate Action Request
Corporate actions are submitted through the FINRA Gateway Corporate Actions Portal (https://ca.finra.org) at least 10 business days before the record date per Rule 6490(b)(1). Submissions must include a description of the action, record and payable dates, officer contact information, and all supporting documents.
Step 3 — Pay the Applicable FINRA Fee
FINRA charges fees based on the complexity of the action. As of 2025: $200 for simple actions, $500–$2,000 for splits or mergers, and $5,000+ for complex or expedited reviews. Fee schedules are available on FINRA’s Corporate Actions page.
Step 4 — Coordinate With OTC Markets Group
After notice of processing is received from FINRA, issuers must update profiles via the OTCIQ Issuer Portal (https://www.otciq.com/home). This includes updating the company name, symbol, share structure, and capitalization. OTC Markets reviews submissions before updating quotations.
Common Corporate Actions for OTC Issuers
- Name Change — FINRA Notice: Yes | Documents: Articles of Amendment, Board/Shareholder Approval
- Reverse Split — FINRA Notice: Yes | Documents: Amendment, Transfer Agent Letter, CUSIP Confirmation
- Forward Split — FINRA Notice: Yes | Documents: Board Resolution, TA Letter
- Symbol Change — FINRA Notice: Yes | Documents: FINRA Processing Required
- Change of Domicile — FINRA Notice: Yes | Documents: Merger/Conversion Certificate
- Change in Par Value — FINRA Notice: Yes | Documents: State Amendment and Resolution
- Change in Authorized Shares — FINRA Notice: Yes | Documents: Articles of Amendment, Shareholder Consent
Timeline for Processing
Routine corporate actions are processed within 90 days after full submission. Complex actions may take longer. Issuers should file early and coordinate with transfer agents to ensure DTC and market updates occur simultaneously.
Common Pitfalls and Avoidable Errors
- Mismatched state and FINRA filings (name or share discrepancies).
- Failure to notify OTC Markets following notice of processing from FINRA.
- Missing or outdated public disclosures.
- Premature press releases before FINRA processing.
- Incomplete transfer agent confirmations of share changes.
Post-Processing: Updating the Market and Shareholders
Once notice that FINRA is processing the action(s) is received, companies should issue press releases via OTC Disclosure & News, notify shareholders, and confirm market data services reflect new information.
Conclusion
Accurate and timely corporate action filings with FINRA and OTC Markets preserve market integrity and investor trust. Issuers should coordinate with experienced securities counsel to prepare compliant Rule 6490 submissions and post-processing updates. Hamilton & Associates Law Group assists issuers and transfer agents with corporate actions, OTCIQ updates, and Rule 15c2-11 compliance.
If you need help with your corporate action(s) or would like to speak to 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
