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What are the requirements to list on OTCQB?
To be admitted to OTCQB, a US company must be current in its SEC reporting, have a closing bid of at least $0.01 for 30 straight days, an unrestricted public float of at least 10% of its shares, and at least 50 shareholders who each own at least 100 shares. It also needs PCAOB-audited annual financials, a verified transfer agent, a verified company profile, and a $6,000 application fee plus a $16,500 annual fee.
Joel Arberman, Meraki Partners · Reviewed October 2026. Sources: OTC Markets OTCQB Rules (v5.0) and the OTC Markets corporate services fee schedule, checked October 2026.
What are the OTCQB requirements, in one table?
| Requirement | OTCQB standard |
|---|---|
| Reporting | SEC reporting company (or Reg A reporting, or the Alternative Reporting Standard), current in its filings |
| Audit | Annual financials audited by a PCAOB-registered firm, with an unqualified opinion |
| Bid price | Closing bid of at least $0.01 on each of the 30 days before admission, then at least $0.01 on one of every 30 days |
| Public float | Unrestricted public float of at least 10% of the shares outstanding |
| Shareholders | At least 50 beneficial shareholders, each owning at least 100 shares |
| Transfer agent | Must take part in OTC Markets' Transfer Agent Verified Shares Program |
| Certification | Verified company profile on OTCIQ, renewed every six months; annual management certification |
| Fees | $6,000 application fee; $16,500 annual fee ($17,400 from January 1, 2027) |
Should a new company start on OTCQB or Pink?
OTCQB. It is the venture market for companies that report to the SEC and meet the standards above, and it tells investors, brokers and partners that the company is current and audited. We start every direct listing there. Move to OTCQX or Nasdaq when the numbers support it.
How do you get 50 shareholders for OTCQB?
From the private placement that comes before the listing. In a direct listing, the first thing we do is help the company raise, typically $500,000 to $2 million from about 50 people who know the founder personally or professionally. Even a company that doesn't need the money needs those shareholders.
Does the company need independent directors for OTCQB?
Not if it reports to the SEC; the two-independent-director rule in the OTCQB standards applies to companies using the Alternative Reporting Standard. We recommend a board of at least three independent directors anyway, because investors, auditors and future exchanges look for it.
What does it cost to stay on OTCQB?
The OTC Markets fee is $16,500 a year. The larger costs are the audit, legal, and filing work of being an SEC reporting company: in our experience $300,000 to $500,000 a year all-in for an early-stage OTC company. See the ongoing costs of being public.
What gets a company moved down from OTCQB?
Falling behind on SEC filings, a closing bid below $0.01 for too long (there is a 90-day cure period), a public float below 10%, or not paying the annual fee. A closing bid below $0.001 for five straight trading days means immediate removal.
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