OTCQX Rules for International Companies

Posted by on August 22, 2016

To be eligible to be quoted on the OTCQX International, companies must:

  • Have U.S. $2 million in total assets as of the most recent annual or quarter end;
  • As of the most recent fiscal year-end, have at least one of the following: (i) U.S. $2 million in revenues; (ii) U.S. $1 million in net tangible assets; (iii) U.S. $500,000 in net income; or (iv) U.S. $5 million in global market capitalization;
  • Meet one of the exemptions in Rule 3a51-1 to the penny stock definition – that is the company cannot be a penny stock; As with a U.S. company, the company can satisfy this requirements using pro forma financial statements signed and certified by the CEO or CFO and posted through EDGAR or on the OTC Markets website.
  • Be quoted by at least one market maker on the OTC Link and have an active 15c2-11
  • Not be a shell company or blank check company;
  • Not be in bankruptcy or reorganization proceedings;
  • Have a minimum of 50 beneficial shareholders owning at least one round lot (100 shares) each;
  • Have a minimum bid price of $0.25 per share for its common stock as of the close of business on each of the 30 consecutive calendar days immediately preceding the company’s application for OTCQX. If there has been no prior public market for the company’s securities in the U.S., FINRA must have approved a Form 211 with a minimum bid price of $0.25 or greater. If the company is applying to the OTCQX immediately following a delisting from a national securities exchange, it must have a minimum bid price of at least $0.10.
  • Be included in a Recognized Securities Manual or be subject to the reporting requirements of the Exchange Act;
  • Have its securities listed on a Qualifying Foreign Stock Exchange for a minimum of the preceding 40 calendar days – however, OTC Markets can grant exemptions for companies trading on other foreign exchanges as well;
    Have a global market capitalization of at least $10 million on each of the 30 consecutive calendar days immediately preceding its application day;
  • Meet one of the following conditions: (i) be eligible to rely on the registration exemption found in Exchange Act Rule 12g3-2(b) and be current and compliant in such requirements; or (ii) have a class of securities registered under Section 12(g) of the Exchange Act and be current in its SEC reporting requirements; or (iii) if not eligible to rely on the exemption from registration provided by Exchange Act Rule 12g3-2(b) and is not otherwise required to register under the Exchange Act, it must be current and fully compliant with the obligations of a company relying on Rule 12g3-2(b); and
  • Have a Principal American Liaison (PAL).