Securities Law, NYSE, NASDAQ & OTC Markets Listings & Compliance

Understanding Rule 15c2-11 Current Information Standard

Introduction

For companies quoted on the OTC Markets, maintaining “Current Information” status is essential to avoid downgrade or suspension. Under SEC Rule 15c2-11, broker-dealers may publish or maintain quotations only when an issuer’s disclosures are accurate, complete, and publicly available. OTC Markets evaluates whether the information posted by an issuer meets this standard, and failure to comply may lead to placement on the Expert Market.

The Role of Rule 15c2-11 in the OTC Markets

Rule 15c2-11 ensures that companies quoted on the OTC Markets provide current and reliable information. Before a broker-dealer initiates or resumes quotation, it must review financial, management, and corporate information that allows investors to make informed decisions.

• Current balance sheet and profit-and-loss statement.
• Share structure and capital organization.
• Management and control information.
• Business operations and risk factors.
• Disclosure of material contracts and legal proceedings.

What “Publicly Available” Means

“Publicly available” means investors can freely access the company’s disclosures without restriction. OTC Markets verifies that postings are visible, complete, and current.

Sources that qualify include:

• EDGAR filings for SEC-reporting issuers.
• OTCIQ portal postings for Alternative Reporting issuers.
• SEDAR+ or similar foreign disclosure systems under Rule 12g3-2(b).
• Issuer’s corporate website, if updated and accessible.

SEC-Reporting vs. Alternative Reporting Standard

SEC-reporting issuers satisfy Rule 15c2-11 automatically through timely filings on EDGAR. Alternative-reporting issuers must post annual and quarterly reports and attorney letters via the OTCIQ Portal.

Under the Alternative Reporting Standard, issuers must maintain updated financials, MD&A discussion, share structure, and corporate officer data.

OTC Markets’ Review and Verification Process

OTC Markets reviews disclosures based on these criteria:

• Completeness – all financials and certifications present.
• Consistency – share counts match transfer-agent verification.
• Currency – financials dated within the 16-month threshold.
• Independence – attorney letter from approved counsel.
• Accessibility – no login barriers to investor review.

The Rule15C2-11 “Current Information” Checklist

✅ Annual Report filed within 90 days of fiscal year end.

✅ Quarterly Reports filed within 45 days of quarter end.

✅ Financial statements current within 16 months.

✅ MD&A discussing operations, liquidity, and trends.

✅ Officer and director list with contact details.

✅ Verified share structure and transfer-agent confirmation.

✅ Attorney Letter with Respect to Current Information filed annually.

✅ Public website or investor-relations page with links to filings.

✅ Prompt responses to OTC Markets compliance inquiries.

6. Limited Information vs. Expert Market

OTC Markets designates issuers based on disclosure completeness. Limited Information means partial reporting; Expert Market indicates no reliable public data.

Key distinctions:

• Limited Information – issuer has partial filings; trading remains public with caution flags.
• Expert Market – issuer has no current information; trading restricted to broker-dealers and institutions.

7. Best Practices for Maintaining Current Information

• Track filing deadlines and attorney letter timing.
• Use PCAOB-registered auditors for annual financials.
• Reconcile share counts with transfer-agent records.
• Maintain transparent investor-relations communication.
• Review filings for completeness before uploading to OTCIQ.
• Engage counsel experienced in Rule 15c2-11 compliance.

8. Consequences of Non-Compliance

• Immediate suspension of public quotation.
• Downgrade to the Expert Market.
• Loss of DTC eligibility and investor access.
• Regulatory referrals to FINRA or the SEC.

Conclusion

Rule 15c2-11 and the OTC Markets Current Information Standard establish transparency and protect investors. Issuers maintaining accurate, timely, and accessible information avoid downgrades and preserve liquidity. Hamilton & Associates Law Group assists issuers, transfer agents, and market participants in maintaining compliance and continuous quotation eligibility.