OTCQB Initial Certification
Posted by Laura Anthony, Esq. on September 01, 2016
To qualify for the OTCQB, all companies are required to post their initial disclosure on the OTC Markets website and make an initial certification. The initial disclosure includes:
- Confirmation that the Company is current in its SEC reporting obligations, whether subject to the Exchange Act reporting requirements or Regulation A+ reporting requirements, and has filed all reports with the SEC; that all financial statements have been prepared in accordance with U.S. GAAP, and that the auditor opinion is not adverse, disclaimed or qualified;
- For International Companies – (i) Companies subject to the Exchange Act reporting requirements must be current in such reports; (ii) A company that is not an SEC Reporting Company must be current and fully compliant in its obligations under Exchange Act Rule 12g3-2(b), if applicable, and shall have posted in English, the information required to be made publicly available pursuant to Exchange Act Rule 12g3-2(b) for the preceding 24 months (or from inception if less than 24 months); and all financial statements must have been prepared in accordance with U.S. GAAP and that the auditor opinion must not be adverse, disclaimed or qualified; and
- All companies must post a Verification that the company profile is current, complete and accurate.
All companies will be required to file an initial and annual certification on the OTC Markets website, signed by the CEO and/or CFO, stating:
- The company’s reporting status -i.e., whether SEC reporting, Regulation A+ reporting, bank reporting or international reporting and briefly describing the registration status of the company;
- If the company is an international company and relying on 12g3-2(b), that it is current in such obligations;
- That the company is current in its reporting obligations to its regulator and that such information is available either on EDGAR or the OTC Markets website;
- Disclosing the law firm and/or attorneys that assist the company in preparing its annual report or 10-K;
- Confirming that the company profile on the OTC Markets website is current and complete;
- Identifying any third-party providers engaged by the company, its officers, directors or controlling shareholders, during the prior fiscal year and up to the date of the certification, to provide investor relations services, public relations services, stock promotion services or related services;
- Confirming the total shares authorized, outstanding and in the public float as of that date; and
- Listing the Names and shareholdings of all officers and directors and shareholders that beneficially own 5% or more of the total outstanding shares, including beneficial ownership of entity shareholders.