How Do Form 211 and SEC Rule 15c2-11 Impact Getting Quoted on OTC. and Why Should Founders Care?

For companies targeting OTC quotation (especially post-reverse merger or Form 10), Rule 15c2-11 governs the public availability of current information before a broker-dealer can publish quotations. In practice, a sponsoring market maker files Form 211 with FINRA to demonstrate that your company has adequate, current disclosure. No 211, no public quoting. Even companies that are fully SEC-reporting can encounter delays if disclosure isn’t organized precisely the way the sponsor and FINRA expect.

Founders often think, “We filed our 10-K/10-Q, so we’re good.” Not necessarily. The sponsor’s diligence checklist will extend to cap table clarity, corporate actions, transfer agent confirmations, legal opinions, and whether your website and investor materials are consistent with SEC filings (no promotional gaps). If information is stale or inconsistent, FINRA can request additional detail, forcing weeks of rework. Meanwhile, the market window, and your momentum, narrows.

Plan backwards from the Form 211. That means assembling a data room with final, public-facing disclosures aligned to EDGAR; cleaning up charter documents and name/ticker changes; securing DTC eligibility readiness; and ensuring no “bad facts” around shells or promotional history. Expect a Q&A cycle with the sponsor, fast responses matter. Make the 211 process a project with owners, checklists, and deadlines, not an afterthought.

Meraki Partners runs 211 as a playbook, not a mystery. We coordinate counsel, auditor, TA, and sponsor so your first package is tight, consistent, and credible. The result: fewer FINRA rounds, earlier quotation, and a cleaner springboard to investor outreach and, ultimately, an uplist.