Learn
OTC alternative reporting, explained
Thousands of OTC-quoted companies publish through OTC Markets instead of EDGAR.
- Where
- OTC Disclosure & News Service, not EDGAR
- Rule
- Rule 15c2-11
- Cadence
- Annual in 90 days, quarterly in 45
- Stale
- Quotes move to the Expert Market
- TakePublic
- Cannot onboard; not SEC registrants
How a quote stays public
- 01Company publishes through OTCIQ
- 02Broker reviews the information
- 03Information lapses
- 04Expert Market
What Rule 15c2-11 requires
- For an SEC reporterThe most recent required annual report under Section 13 or 15(d) plus the periodic and current reports since (paragraph (b)(3)).
- For a non-reporterParagraph (b)(5): the issuer's name, address, state, business, officers and 10% holders, a balance sheet less than 16 months old, and profit and loss statements for the 12 months before it.
- Publicly availableOn EDGAR, or on the website of a qualified interdealer quotation system, the issuer, a regulator or a broker-dealer, with no password, fee or other restraint. OTCIQ publication meets this.
- Shell companiesA broker cannot rely on the piggyback exception for a shell company beyond 18 months after its first priced quotation.
What alternative reporting publishes
- CadenceAn annual report within 90 days of fiscal year end, quarterly reports within 45 days of quarter end, and a management certification within 45 days of the annual report due date, under the OTCID Disclosure Guidelines.
- AuditThe Guidelines do not require an audit for OTCID or Pink Limited; OTCQB and OTCQX do.
Why nothing is on EDGAR
- No Section 12(b) classIt never listed on an exchange.
- No Section 12(g) classIt stayed under 2,000 holders of record, or 500 non-accredited, or under $10 million in assets, or never registered.
- No Section 15(d) dutyNo Securities Act registration statement went effective; the shares reached the market through exempt offerings or a spin-off. A Form D or a Form 15 from an earlier life may sit on EDGAR without any current duty.
- Pink Limited, Expert MarketPink Limited: public quotes, but no certified reporting standard and limited or old disclosure. Expert Market: no current information; quotes hidden from the public. OTCID replaced Pink Current on July 1, 2025.
Where TakePublic stops
- SEC registrants onlyThe workspace is built from the company's domestic EDGAR history, so onboarding refuses a ticker with none, and the free scan has no filing history to grade.
- After a Form 10A company that registers a class under Section 12(g), or becomes a 15(d) reporter, can onboard once its first reports are due.
Frequently asked questions
What is an OTC alternative reporting company?
A company quoted on OTC Markets that discloses through the OTC Disclosure & News Service under the OTCID Disclosure Guidelines instead of filing with the SEC. It is not an SEC registrant.
What does Rule 15c2-11 require?
That a broker-dealer have current, publicly available information about the issuer before publishing a quotation: the latest required SEC annual report for a reporting company, or the paragraph (b)(5) information, including a balance sheet less than 16 months old, for a non-reporter.
What happens when the information goes stale?
Brokers lose the ability to publish public quotes and OTC Markets moves the security to the Expert Market, where quotes are not shown to the public.
Why is nothing on EDGAR for these companies?
None of the three reporting triggers applies: no listed class under 12(b), no widely held class registered under 12(g), and no effective Securities Act registration statement for 15(d).
Can an alternative reporting company use TakePublic?
Not until it is an SEC registrant. TakePublic needs a domestic EDGAR history to build the Company calendar and health score.
Official sources
Free scan
See where you stand, free.
Type a ticker, CIK or company name. The scan reads EDGAR and grades the filing record. No account.
TakePublic is a technology platform, not a law firm, broker-dealer, or auditor. Forms 3, 4 and 5 prepared in TakePublic file only after the reviewer the company designates, such as its securities counsel, signs off; any other filing prepared in TakePublic files only after a licensed securities attorney signs off.