OTC IPO Expert
Readiness Review

OTCQB readiness,
measured before it is spent.

The OTCQB listing requirements are public. What most companies miss is the distance between meeting them on paper and evidencing them to auditors, counsel, transfer agents, and a sponsoring market maker. The readiness review measures that distance — before the budget is committed.

01 — Scope

What the review coversSix workstreams, each mapped to what a licensed professional will eventually demand.

01

Corporate structure & cap table

Entity chain, share classes, convertible instruments, option pools, and whether the cap table reconciles to the transfer records — the first thing diligence breaks on.

02

Audited financials & PCAOB path

Whether your existing audit (if any) can support U.S. reporting, what a PCAOB-registered audit would require, and the realistic timeline it imposes on everything else.

03

Shareholder base & float math

Beneficial-holder count, distribution of round lots, insider and affiliate holdings, and whether the 10% public-float test is actually met once restricted shares are excluded.

04

Disclosure track

SEC reporting versus OTC Markets Alternative Reporting: which track fits your case, what "current information" means on each, and the cadence you would be committing to.

05

Cross-border filings

For PRC-connected issuers: CSRC overseas-listing filing, SAFE registration, and data-review exposure — sequenced against the U.S. workstream rather than discovered mid-process.

06

Market-maker information package

The evidence a sponsoring market maker needs before it will consider filing Form 211 — assembled, organized, and stress-tested against common failure points.

02 — The standard

OTCQB eligibility criteriaThe published requirements, stated factually. Admission decisions rest with OTC Markets Group.

Audited annual financials

Annual financial statements audited — by a PCAOB-registered auditor for SEC reporting companies — with ongoing annual audits thereafter.

$0.01 minimum bid price

A minimum closing bid price of $0.01, maintained as a continuing standard, not merely met on the application date.

No bankruptcy proceedings

The company must not be subject to bankruptcy or reorganization proceedings.

50+ beneficial shareholders

At least 50 beneficial shareholders each holding at least 100 shares — genuine holders, not accommodation placements.

10% public float

At least 10% of the outstanding shares of the class in public hands, with defined alternatives available in limited circumstances under OTC Markets' standards.

Annual verification & certification

An annual OTCQB verification and a management certification of company information, refreshed each year.

Ongoing disclosure current

Disclosure kept current at all times — through SEC reporting or the OTC Markets Alternative Reporting standard.

03 — Self-assessment

Score your readinessEight questions, two minutes. Educational only — not an eligibility determination.

OTCQB Readiness ScoreEducational — not a promise of outcome
04 — Questions

Asked about the review

Does passing the readiness score mean we qualify for OTCQB?
No. The score is an educational self-assessment against the published criteria. Actual eligibility is determined by OTC Markets Group on a complete application, and quotation additionally depends on a market maker's Form 211 being cleared. A strong score means the published criteria appear within reach — it is not an admission decision and no one can promise one.
What are the core OTCQB listing requirements?
Audited annual financial statements (PCAOB-registered auditor for SEC reporting companies), a $0.01 minimum bid price, no bankruptcy proceedings, at least 50 beneficial shareholders holding 100+ shares each, at least 10% of the class in public hands (with defined alternatives), an annual verification with management certification, and disclosure kept current on either the SEC reporting or OTC Markets Alternative Reporting track.
Which requirement takes the longest to satisfy?
Almost always the audit. If you have no audited financials — or an audit from a firm that is not PCAOB-registered where one is required — the audit engagement typically defines the critical path for the whole project. That is why the readiness review checks the audit position first.
How is the public float calculated?
Broadly, shares of the class held by the public — excluding officers, directors, affiliates, and restricted shares — measured against total outstanding shares of that class. Many companies assume they pass and discover otherwise once restricted and affiliate positions are excluded. OTC Markets' standards include defined alternatives in limited circumstances; the review runs the math against actual transfer records.
What does the readiness review cost compared to just applying?
The review is a fraction of what a stalled application wastes. OTC Markets publishes an OTCQB application fee of roughly $5,000 and an annual fee of $6,000, but the material costs are professional — audit, counsel, transfer agent. Discovering a float shortfall or an audit problem after those engagements are signed is the expensive version of this exercise.
Important

OTC listing is not automatic and financing is not guaranteed. Form 211 is filed by a qualified market maker — a FINRA-member broker-dealer — not by the issuer and not by us. OTC IPO Expert is not a broker-dealer, law firm, auditor, transfer agent, or investment adviser. Our role is readiness assessment, diligence, documentation, and coordination with licensed professionals.

Know where you stand
before anyone sends an invoice.

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