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SEC registrant versus publicly traded: five sets
A company can trade without reporting to the SEC, and report to the SEC without trading.
- On EDGAR
- Listed, OTC registrants, 15(d) reporters
- Not on EDGAR
- Alternative reporting and private
- How to tell
- The latest 10-K cover
- TakePublic serves
- The three EDGAR-filing sets
- Not covered
- Foreign private and Regulation A issuers
The five sets
- Exchange-listedNasdaq, NYSE, NYSE American, Cboe. Registered under Section 12(b): 10-K, 10-Q, 8-K, Section 16, proxy rules, 13D and 13G, plus the exchange rulebook.
- OTC SEC registrantOTCQX, OTCQB, OTCID or Pink Limited. Registered under Section 12(g), or reporting under 15(d) after a registered offering: the same federal forms; Section 16 and the proxy rules only under 12(g).
- OTC alternative reportingOTCID, Pink Limited or Expert Market. Not an SEC registrant; discloses through OTC Markets under Rule 15c2-11 so brokers can quote. Nothing on EDGAR.
- 15(d)-only reporterTrades nowhere, or debt only. A Securities Act registration went effective, often an S-4 exchange offer for notes: 10-K, 10-Q, 8-K, but no Section 16, proxy rules, 13D or 13G.
- Private companyNo effective registration statement and no Section 12 class. A Regulation D offering leaves a Form D on EDGAR, not a reporting duty.
Reading the 10-K cover
- 0112(b) table lists an exchange
- 0212(g) list, no exchange
- 03Only the 15(d) box
- 04No 10-K at all
- Reading the resultAn exchange under 12(b) means listed, a 12(g) class means an OTC registrant, neither with the 15(d) box means a debt-only reporter, and no 10-K on EDGAR means not a registrant.
The OTC tier is not the answer
Every OTC Markets tier mixes SEC registrants with companies that never registered. The tier name tells you the disclosure level OTC Markets verified, not whether the company is on EDGAR.
- The Expert MarketSecurities without current information under Rule 15c2-11; quotes are not shown to the public.
Who TakePublic serves
- Exchange-listed and OTC registrantsMonitor tracks the calendar; Section 16 drafts and files Forms 3, 4 and 5 for companies with a Section 12 class; Core, in closed beta, drafts the reports.
- 15(d)-only reportersMonitor tracks the 10-K, 10-Q and 8-K calendar. Onboarding accepts a CIK when there is no ticker.
- Not the other twoThe workspace is built from the company's domestic EDGAR history; a ticker with none cannot onboard.
Frequently asked questions
Is every publicly traded company an SEC registrant?
No. OTC alternative reporting companies trade with public quotes but disclose only through OTC Markets under Rule 15c2-11. They have no EDGAR filings.
Is every SEC registrant publicly traded?
No. A 15(d)-only reporter files 10-Ks, 10-Qs and 8-Ks because a registration statement went effective, often for notes, and may have no trading symbol.
How do I tell which set a company is in?
Open its latest 10-K cover. Section 12(b) securities list an exchange; Section 12(g) securities are listed without one; a 15(d) reporter shows none under either. A company with no 10-K on EDGAR is not a registrant.
Does the OTC tier tell me whether a company files with the SEC?
No. OTCQX, OTCQB and OTCID each admit SEC registrants and alternative reporting companies. Check EDGAR, not the tier.
Which of the five sets can use TakePublic?
Exchange-listed companies, OTC SEC registrants and 15(d)-only reporters, on domestic forms. Alternative reporting and private companies have no EDGAR history to build from.
Official sources
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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.