Syndicate Legal Advisory Services prepares the complete documentation package required to qualify a company’s securities for trading on the OTCQB Venture Market or the OTCQX Best Market operated by OTC Markets Group. Working alongside the company’s management, independent auditors, transfer agent, and OTCQX Sponsor or market maker, we draft, assemble, and organize every document OTC Markets, FINRA, and the SEC require, so the application is submitted complete, internally consistent, and ready for review.
Scope of work includes:
Pre-application analysis — written assessment of the company against the applicable tier’s eligibility standards (minimum bid price, public float, round-lot shareholders, audited financials, reporting standard, shell-company and penny-stock exclusions, and, for OTCQX U.S., the financial, operating-history, and corporate governance thresholds), with a gap memo identifying the achievable tier and what must be addressed before filing.
Market entry and FINRA Form 211 — coordination with a FINRA-member market maker on the Form 211 submission under Rule 15c2-11, including assembly of the current-information package the market maker must review, and preparation of the Rule 15c2-11 compliance file supporting the initial quotation.
Reporting standard documentation — depending on the company’s chosen path, preparation of the SEC registration statement (Form 10 or Form S-1) and transition to Exchange Act reporting; the Regulation A Form 1-A and ongoing Form 1-K, 1-SA, and 1-U reports for Tier 2 issuers; or the Alternative Reporting Standard package (Disclosure Statement, Attorney Letter with Respect to Current Information, quarterly and annual reports) for non-SEC-reporting issuers on OTCQB or Pink Current.
OTCQB application package — preparation of the OTCQB Application, OTCQB Agreement, Personal Information Forms for officers, directors, and 5%+ beneficial owners, the OTCQB Annual Certification, and verified company profile data, submitted through the OTCIQ portal.
OTCQX application package — preparation of the OTCQX Application, OTCQX Agreement, Personal Information Forms, the Letter of Introduction from the OTCQX Sponsor (U.S. issuers) or PAL (international issuers), the Corporate Governance Certification, and supporting board and committee documentation.
Corporate governance documents — amended charter and bylaws where required; board resolutions and consents approving the application, the reporting standard, and the governance framework; for OTCQX, the audit committee charter, independent director determinations, and code of conduct required under the OTCQX Rules for U.S. Companies; for international issuers, documentation of home-exchange listing and 12g3-2(b) exemption status.
Transfer agent and DTC documentation — Transfer Agent Verified Shares Program enrollment, DTC eligibility and FAST participation confirmations, share structure and float verification, and CUSIP coordination.
Officer, director, and insider compliance — Section 16 reports and Schedule 13D/13G coordination for SEC-reporting issuers; beneficial ownership disclosures for Alternative Reporting issuers; insider trading, Regulation FD, and promotional-activity policies responsive to OTC Markets’ Caveat Emptor and stock-promotion rules.
OTC Markets and FINRA correspondence — preparation of responses to OTC Markets Issuer Compliance inquiries, FINRA Form 211 comment letters, and SEC Division of Corporation Finance comments on registration or offering documents.
Post-qualification compliance toolkit — a calendar and template set for ongoing obligations: OTCQB and OTCQX annual certifications and renewals, Verified Profile updates, current-information filings, and continued-eligibility monitoring (bid price, float, and shareholder tests), delivered at closing.
Deliverable: a fully assembled, indexed application binder (electronic and hard copy) with a filing checklist and a reviewer-ready version of each document for execution by the company.
Engagement structure: flat-fee document preparation, scoped by entry path (initial quotation via Form 211, Regulation A Tier 2 qualification, Form 10 or S-1 registration, Alternative Reporting Standard, or upgrade from Pink to OTCQB or OTCQB to OTCQX), with milestone billing tied to the pre-application memo, draft package, and final submission.