Shaping the Future of Shareholder Meetings: A Tug of War Between Political Parties (2024)

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The OTC Markets Group, formerly known as the National Quotation Bureau (NQB), is an organization that facilitates the trade of Over The Counter (OTC) stocks and other securities. OTC Markets maintains its own tiers and listing requirements for each. An Over The Counter stock is a financial security that does not trade on a formal stock exchange. Rather, these securities are traded through a dealer network such as OTC Market Group which include electronic quoting and lower listing requirements than a formal exchange. OTC securities are highly regulated securities by FINRA and the SEC.

The OTC Markets Group was formally established in its present form in 2010, and provides information on over 10,000 OTC securities. Presently, a network of over 100 established broker-dealers (institutions that act as a financial securities broker and/or dealers) trade on the OTC Markets system.

The OTC Markets Group platform is segregated into 3 distinct market tiers: the OTCQX, the OTCQB, and the Pink. Each of these different tiers is separated based on perceived risk levels, which depend on the quality and regularity of a listed company's reporting information and disclosures.

OTCQX

The OTCQX, branded as the 'OTCQX, The Best Market,' has the most stringent listing standards of the three OTC Markets.

Noteable OTCQX companies include AcuityAds Hldgs Inc. (OTCQX: ACUIF), Nouveau Monde Graphite Inc. (OTCQX: NMGRF), and CV Sciences, Inc. OTCQB. The OTCQX has different eligibility requirements depending on whether a firm is international, U.S. based, or a bank.

OTCQX U.S. Standard Requirements

Initial

Ongoing

Penny Stock Rule

Meet one of the following exemptions detailed below:

Net Tangible Assets:
$5mm: Less Than 3 Years Operations
$2mm: 3+ Years Operations

OR

Revenue:
$6 million average for last 3 years

OR

Bid:
$5; and
One of the below:
Net Income: $500,000
Net Tangible Assets: $1mm
Revenues: $2mm
Total Assets: $5mm

Bid Price

$0.25

$0.10

Market Cap

$10mm

$5mm

Price Quotes by Market Makers on OTC Link ATS

1

2 (within 90 days)

Shareholders

50 beneficial shareholders each owning at least 100 shares

50 beneficial shareholders each owning at least 100 shares


OTCQX Premier Requirements

Initial

Ongoing

Penny Stock Rule

Meet one of the following exemptions detailed below:

Net Tangible Assets:
$2mm

OR

Revenue:
$6 million average for last 3 years

Bid Price

$4.00

$1.00

Stockholders Equity

$4mm

$4mm

Price Quotes by Market Makers on OTC Link

1

4 (within 90 days)

Public Float 500,000 shares 500,000 shares

Shareholders

100 beneficial shareholders each owning at least 100 shares

100 beneficial shareholders each owning at least 100 shares

Operating history

3 years

Must meet one of the following standards:
Market Value Standard:

Market Value of Public Float

$15mm $15mm

Market Capitalization

$50mm $35mm

OR

Net Income Standard:

Market Value of Public Float

$1mm $1mm

Net Income

$750,000 $500,000

Market Capitalization

$10mm $5mm

OTCQX U.S. Banks Standard Requirements

Initial

Ongoing

Penny Stock Rule

Meet one of the following exemptions detailed below:

Net Tangible Assets:
$5mm: Less Than 3 Years Operations
$2mm: 3+ Years Operations

OR

Revenue:
$6 million average for last 3 years

OR

Bid:
$5; and
One of the below:
Net Income: $500,000
Net Tangible Assets: $1mm
Revenues: $2mm
Total Assets: $5mm

Bid Price

$1.00

$1.00

Total Assets $100mm $100mm

Market Cap

$10mm

$5mm

Price Quotes by Market Makers on OTC Link

1

2 (within 90 days)

Shareholders

50 beneficial shareholders each owning at least 100 shares

50 beneficial shareholders each owning at least 100 shares


OTCQX Banks Premier Requirements

Initial

Ongoing

Penny Stock Rule

Meet one of the following exemptions detailed below:

Net Tangible Assets:
$2mm

OR

Revenue:
$6 million average for last 3 years

Bid Price

$4.00

$1.00

Total Assets

$100mm

$100mm

Stockholders Equity

$4mm

$4mm

Price Quotes by Market Makers on OTC Link

1

4 (within 90 days)

Shareholders

100 beneficial shareholders each owning at least 100 shares

100 beneficial shareholders each owning at least 100 shares

Operating history

3 years

Must meet one of the following standards:
Market Value Standard:

Market Value of Public Float

$15mm $15mm

Market Capitalization

$50mm $35mm

OR

Net Income Standard:
Market Value of Public Float $1mm $1mm
Net Income $750,000 $500,000

Market Capitalization

$10mm $5mm

See our full OTCQX listing requirements and standards to get listed onto OTCQX.

Shaping the Future of Shareholder Meetings: A Tug of War Between Political Parties (2)

OTCQB Requirements

OTCQB offers early stage to fully reporting companies the benefits of being a publicly traded company. Noteable OTCQB companies including Fannie Mae (OTCQB: FNMA), Freddie Mac (OTCQB: FMCC), and CV Sciences, Inc. OTCQB

Eligibility Requirements:

  • Comply with SEC Reporting (Exchange Act reporting standard or Regulation A), International Reporting, Bank Reporting, or OTC Alternative Reporting Guidelines as found here.
  • Audited annual company financials by a PCAOB auditor according to U.S. GAAP
  • Number of existing shareholders meet trading requirements
  • Non-shell companies only
  • Either listed on a Qualified Foreign Exchange or be a U.S. reporting company (SEC, ARS, or U.S. Bank)
  • Not be subject to bankruptcy or reorganization proceedings.
  • Bid Price meet trading requirements
  • Free trading shares and Public Float meet trading requirements
  • Utilize a transfer agent that participates in the Transfer Agent Verified Shares Program, such as Colonial Stock Transfer.

Get Started with our OTCQB Listing Consulting Services to learn more about these requirements. Also, learn about Colonial's Transfer Agent Services

OTCQB U.S. Standard Requirements

Initial

Ongoing

Bid Price

$0.01 (30 calendar days before applying not applicable if filing Form 211, company is traded on Qualified Foreign Exchange at price equal to or greater than $0.01)

$0.01 (on at least one of the prior thirty calendar days)

Public Float

10% of total issued and outstanding shares

Same

Shareholders

50 beneficial shareholders each owning at least 100 shares

Same

Post-qualification Requirements (in addition to those in the chart):

  • Compliance with standards
  • Compliance with Federal and State securities laws
  • Payment of fees
  • Responding to OTC's requests
  • Meet on-going disclosure requirements
  • Maintain a verified OTC profile
  • Disclosure of convertible debt arrangements to the SEC EDGAR system or OTC Disclosure and News Services
  • Annual certification confirming company profile data
  • Interim event disclosure
  • Non-shell companies only

If you meet the standards and requirements above, we can help you with your OTCQB listing. Please contact us.

OTC Pink

Formerly known as 'The Pink Sheets' the OTC Market Group's 'Pink' is the least regulated of the three market tiers. Branded as 'Pink, the requirements for getting listed on the Pink are as follows:

  • File a Form 15c2-11 to FINRA. In order for a broker-dealer to submit your Form 15c2-11, they will most likely require your company to meet certain standards not seen here. Our team can provide guidance on this.
  • Company profile has been verified through OTCIQ
  • Attorney letter if company is not audited

Get Started with our OTC Pink Listing Consulting Services to learn more about these requirements. Also, learn about Colonial's Transfer Agent Services

Companies that trade on the Pink include penny stocks, shells, distressed companies, delinquent companies, and companies that have limited their disclosure.

Listing Fees

The application and annual fees for each of the OTC tiers are listed below:

Application Fees

OTCQX

OTCQB

OTC Pink

Application Fee

$5,000

$5,000

$1,000

Annual Fee

$23,000

$14,000 (or semi-annually $7,500)

$5,000

How to Apply

We can help guide you through the process on making your OTC listing including:

  • Provide complete OTC listing consultation and support until trading
  • Help you meet OTC listing requirements and compliance
  • Completing application and materials required for listing
  • Work with stakeholders, auditors, and legal counsel to acheive OTC listing
  • Public company consulting after you are listed

Get Started with your OTC Listing

Ready for your OTC listing? Start by completing the form below.

OTC Transfer Agent Services

As a full-service transfer agency with over 30 years of industry experience, Colonial Stock Transfer can assist your firm with getting listed on the OTC Market Group's trading platform. To speak with a professional today or learn more about Colonial Stock Transfer, please contact us.

Shaping the Future of Shareholder Meetings: A Tug of War Between Political Parties (2024)

FAQs

What is the purpose of the shareholder meeting? ›

A company organizes a general meeting of shareholders to debate and resolve important business matters. Here are some key facts about general meetings. The general meeting is essential to a company's governance. It is the most important corporate event of the year for shareholders.

What is the procedure of meeting of shareholders in a company? ›

The company must send notice to every member of the company. In the case of AGM, at least 21 days' notice is required. In the case of other meetings, at least 14 days' notice is required (for other than unlimited companies), or at least seven days' notice is required (for unlimited companies).

What are the different types of shareholder meetings? ›

There are three types of shareholders' meetings: an ordinary meeting, an extraordinary meeting and a special meeting.

What is the shareholders meeting for board of directors? ›

The Shareholders' Meeting represents the body, which voices corporate interest by decisions taken in compliance with the law and the Articles of Association. More specifically, the Shareholders' Meeting nominates the Board of Directors for a period not exceeding 3 financial years.

Why is meeting shareholder expectations important? ›

Either way, managing stakeholder expectations can help increase levels of trust, improve satisfaction among internal and external parties, build better relationships, develop a social license to operate, add value to those relationships and result in smoother operations for your project or organization.

What is the purpose of shareholder engagement? ›

Shareholder engagement covers a host of strategies investors use to influence the policies and practices of their portfolio companies on questions of environmental and social risk.

Who runs a shareholder meeting? ›

The corporation will plan and manage an annual meeting at its convenience, subject to much of the same reporting conditions. Once the meeting is scheduled, the organization schedules a voting date for the meeting, which usually lasts around 30 to 90 days.

What are the two most common classes of shareholders? ›

Two of the primary types of stock are common shares, representing the majority of shares available across the market, and preferred stock, which typically guarantees a fixed dividend but does not have voting rights.

What are shareholder meetings called? ›

The law around shareholder meetings has changed with the legal requirement to hold an Annual General Meeting (AGM) gone, unless they are required by a company's articles, and the old term 'Extraordinary General Meeting' (EGM) being replaced with the term 'General Meeting'.

Can a non-shareholder attend a shareholder meeting? ›

Generally, only shareholders who own shares in the company are allowed to physically attend a shareholder meeting. However, other people may be invited to attend, such as members of the board of directors, auditors, and legal representatives.

Can shareholders tell directors what to do? ›

Shareholders can have some power over directors' actions by the exercise of their voting rights in a shareholder's meeting. To dictate the direction of the company, shareholders (jointly, or a majority shareholder) with more that 50% of the voting powers must vote in favour of taking action at a general meeting.

Can a director attend a shareholder meeting? ›

Companies may need to call special meetings from time to time to vote on specific issues. For example, they could call a special meeting to decide on proposed changes to a company's constitution or to alter shareholders' rights. Shareholders and directors can attend these meetings.

What are the different types of shareholder engagement? ›

Shareholder engagement can encompass activities such as annual general meetings, investor relations, sustainability reporting, and direct dialogue between shareholders and company management.

What are the different types of meetings and resolutions? ›

Types of resolution in company law
  • Board resolutions. These are resolutions of the board of directors of a company.
  • Members' resolutions. ...
  • Ordinary resolutions. ...
  • Special resolutions. ...
  • Extraordinary resolutions. ...
  • Written resolutions. ...
  • Board meetings. ...
  • Members' meetings.
Sep 27, 2019

What is the difference between AGM and shareholders meeting? ›

An annual general meeting (AGM) is a mandatory annual assembly of a company's executives, directors, and interested shareholders. An information circular is a document for a company's shareholders, outlining important agenda topics for the annual or special shareholders' meeting.

References

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