Go Public: How Foreign Companies Use the OTC Markets to Create U.S. Liquidity
Foreign companies don’t need a Wall Street IPO to trade in the United States. If you are a non-U.S. company looking for liquidity, price discovery, and a U.S. dollar ticker symbol, the OTC Markets—OTCQX, OTCQB, and OTC Pink—offer a faster and often cheaper path than a traditional exchange listing on the NYSE or Nasdaq.
What Is the OTC Path?
The OTC path is a quotation-driven market where foreign companies can be publicly quoted in the U.S. without a full IPO.
What it is:
A way to secure a U.S. ticker and trade shares in dollars.
A platform for secondary trading and investor relations.
A method to increase visibility with American investors.
What it isn’t:
A full U.S. exchange IPO.
A process that raises new capital directly.
An escape from disclosure rules—you still need to report under SEC standards or the OTC Alternative Reporting Standard.
Why Companies Choose the OTC Markets
Foreign issuers turn to OTC Markets for several reasons:
Access to U.S. investors and more visibility.
Tradable shares that support M&A deals, employee compensation, and early shareholder exits.
Price discovery in USD, which helps with fundraising and strategic partnerships.
Speed and cost advantages compared to NYSE or Nasdaq.
Five Key Steps to Trade on the OTC Markets
1. Pick Your Tier and Reporting Path
Choose between OTCQX, OTCQB, or OTC Pink. Then decide whether to report under SEC standards or OTC’s Alternative Reporting, depending on your jurisdiction and readiness.
2. Prepare for Listing
Simplify your cap table.
Prepare financials (IFRS or local GAAP is often acceptable).
Update corporate records and governance.
3. Secure a Sponsoring Market Maker (Form 211)
A FINRA-registered broker-dealer must file Form 211 under Rule 15c2-11 to support public quotation. This step largely sets your timeline.
4. Apply to the OTC Markets and Build Your Profile
Submit your application, company profile, and certifications. Align your website and investor relations page with OTC disclosures.
5. Enable DTC Eligibility
Work with a DTC-eligible transfer agent so shares can clear and settle across U.S. brokers.
How Long Does It Take?
Most companies are quoted in a few weeks to a few months. The biggest variable is Form 211 review—clean corporate history and complete disclosures speed things up.
After You Begin Trading: Staying Compliant
Stay current on disclosures.
Maintain bid price and shareholder quality for your tier.
Invest in investor relations with clear updates and communication.
Consider future upgrades, such as OTCQB → OTCQX or even a full U.S. exchange listing.
Quick FAQ About Foreign Companies on OTC
Do we need U.S. GAAP? Not always. Many OTC tiers accept IFRS or local GAAP for foreign issuers.
Is this an IPO? No. OTC quotation is for secondary trading and visibility, not a new offering.
Will our jurisdiction qualify? Often yes, but details depend on audits, opinions, and local rules.
Simple OTC Markets Checklist for Foreign Issuers
Decide your OTC tier (QX/QB/Pink) and reporting route.
Prepare your cap table and financials.
Engage a market maker for Form 211.
File the OTC application and update your investor profile.
Confirm DTC eligibility.
Plan for ongoing investor relations and disclosure.
Final Thoughts
For many non-U.S. companies, the OTC Markets offer a practical gateway to U.S. capital and liquidity without the heavy burden of a Wall Street IPO. With the right preparation and guidance, foreign issuers can gain visibility, access investors, and create a USD trading presence that supports growth. Contact us at Fattal Legal today (646) 386-0800 for more information.
Disclaimer
This article is for informational purposes only and does not provide legal, accounting, tax, or investment advice. It does not create an attorney–client relationship. Always consult qualified counsel in your jurisdiction before acting. The information is current as of September 9, 2025, but may not reflect later changes in law, regulation, or OTC Markets policy.