OTC Markets Issuers and SEC Reporting: Website Requirements and Best Practices (2025 Guide)

For OTC Markets issuers that are SEC reporting companies, the company website serves as a crucial compliance and investor-relations tool. Although the OTC Markets Group does not impose the same tier-specific website posting requirements as the national exchanges, SEC-registered issuers quoted on the OTCQB, OTCQX, or OTCID tiers must comply with federal disclosure obligations under Regulation FD and the Securities Exchange Act of 1934.

A well-organized website demonstrates transparency, strengthens investor confidence, and supports compliance with both SEC and OTC Markets information standards.

SEC Regulation FD and OTC Issuers

Even though OTC issuers are not exchange-listed, Regulation FD (Fair Disclosure) applies equally to any SEC-reporting company that communicates material, non-public information to investors, analysts, or the media.

Under Rule 100 of Regulation FD (17 C.F.R. §243.100), when a reporting issuer discloses material information to select persons, it must simultaneously make that information public. The SEC’s 2008 interpretive guidance (Release No. 34-58288) recognizes that a company website can be a recognized channel of distribution for Regulation FD purposes if it is public, frequently updated, and identified in SEC filings as a source of company information.

Best Practices:

• Create a dedicated “Investors” or “Investor Relations” section.
• Post press releases, Form 8-K filings, and financial statements immediately upon public disclosure.
• Archive prior disclosures with clear posting dates.

OTC Markets Disclosure Standards and Website Expectations

OTCQX and OTCQB Tiers

Issuers quoted on OTCQX or OTCQB must meet specific information disclosure requirements under the OTC Markets Group Guidelines. These companies are expected to maintain an up-to-date website containing:

• Current SEC filings
• Corporate governance documents
• Investor relations contact information
• Company profile and business description consistent with SEC Form 10-K disclosure

OTCID (Formerly OTC Pink)

For SEC-reporting issuers on the OTCID tier, the website should mirror all material information filed with the SEC and include a link to EDGAR filings, copies of recent press releases, and contact information for the transfer agent.

While OTCID issuers have fewer obligations, the SEC requires that public information remain current and complete under Rule 12b-20 of the Exchange Act.

Corporate Governance and Policy Disclosure

OTC Markets does not mandate posting of committee charters or codes of ethics, but SEC-reporting companies are encouraged to post:

• Code of Business Conduct and Ethics (if adopted)
• Corporate governance policies
• Shareholder communication procedures
  

Under Item 406 of Regulation S-K, issuers with a Code of Ethics for executives must disclose amendments or waivers—posting them on their website within four business days satisfies this requirement.

Annual Reports and Shareholder Communications

SEC-reporting issuers may post Form 10-K annual reports and proxy materials on their websites instead of mailing printed copies, consistent with the SEC’s “Notice and Access” Rule (Exchange Act Rule 14a-16).

Best Practices:

• Provide annual reports in PDF format.
• Include instructions for requesting paper copies.
• Keep online access available for at least 12 months after publication.

Investor Relations Website Content Checklist

Required and Recommended Content:

• SEC Filings: Links to EDGAR or posted copies of Forms 10-K, 10-Q, 8-K, and proxies.
• Press Releases: All material announcements consistent with Regulation FD.
• Corporate Governance Documents: Code of Ethics, governance policies, and director biographies.
• Transfer Agent and Contact Information.
• Stock Information: CUSIP, trading tier (OTCQB, OTCQX, or OTCID).
• Forward-Looking Statement Disclaimer.
  

Additional Best Practices:

• Integrate an RSS feed for SEC filings.
• Provide an investor contact email or inquiry form.
• Add a Safe Harbor Statement under the PSLRA (15 U.S.C. §78u-5).
• Use clear navigation tabs for “Investors,” “Filings,” “Governance,” and “News.”

Common Deficiencies and Compliance Risks

Common deficiencies among OTC Markets SEC-reporting issuers include:

• Missing or outdated SEC filing links.
• Failure to post or archive press releases.
• Inconsistent financial information between the website and EDGAR.
• Lack of Regulation FD disclaimer or investor contact details.
• Broken links to transfer-agent information.

Repeated deficiencies can result in downgrades from OTCQB/OTCQX or loss of eligibility for those tiers.

Accessibility, Design, and Compliance

Issuers should ensure that their websites are:

• Accessible (ADA-compliant under WCAG 2.1)
• Securely hosted (HTTPS encryption)
• Mobile-responsive
• Regularly updated
  

Professional investor-relations design, consistent branding, and accurate metadata improve visibility and SEO rankings in OTC Markets search results.

Enforcement and Consequences of Non-Compliance

While the SEC does not directly regulate OTC Markets website content, material misstatements or omissions online may lead to enforcement under:

• Rule 10b-5 of the Exchange Act (antifraud)
• Regulation FD (selective disclosure)
• Section 12(g) reporting obligations
  

OTC Markets may flag issuers with inadequate websites as “Limited Information,” reducing visibility and liquidity.

Conclusion

For SEC-reporting issuers quoted on the OTC Markets, maintaining a compliant website is essential to meet disclosure obligations and foster investor trust. By following Regulation FD, Exchange Act Rules 12b-20 and 14a-16, and OTC Markets disclosure standards, issuers can enhance credibility, attract investors, and ensure eligibility for higher disclosure tiers.

If you have any questions about this article 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