SEC Rule 15c2-11 was designed to allow non-reporting public company's securities to be quoted on The Financial Industry Regulatory Authority ("FINRA") Over-the-Counter Bulletin Board ("OTCBB") by filing some simple disclosures.
Now, companies seeking to obtain a quote on the FINRA OTCBB must be required to file reports with the Securities and Exchange Commission ("SEC"). Under Section 15 of the Securities Exchange Act of 1934 (the "Act"), as amended, a company who has filed a registered offering with the SEC, such as an S-1 registration statement is required to file reports for one year. A company which files a Form 10 or Form 10-12G becomes a reporting company under Section 12g of the Act and must file reports. To be eligible for a quotation of its securities, the company's market maker must file a Form 211 with the FINRA, the company must have sufficient free trading stock in its public float to allow Rule 15c2-11.
The stated and un-stated listing requirements for the FINRA OTC-BB are as follows:
fully reporting with the U.S. Securities and Exchange Commission,
minimum of 40 stockholders of record holding at least 100 shares each (note: this number is informal and has been moving up),
must have a market maker submit 15c2-11 (Form 211) application to FINRA and agree to act as market maker for securities of company.
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