SEC Rule 15c211 was planned to allow non-reporting public company's securities to be quoted on The Financial Industry Regulatory Authority ("FINRA") Over-the-Counter Bulletin Board ("OTCBB") by filing some simple disclosures.
Companies, which seek to get a quote on the FINRA OTCBB, must be necessitated to file reports with the Securities and Stock Exchange Commission (SEC). A company, which has filed a registered offering with the SEC, like an S-1 registration statement, needs to file reports for one year as per the rule of Section 15.
Any company filing a Form 10 or Form 10-12G becomes a reporting company as per section 12g of the Act, and the company is required to file reports. The market maker of the company must file a Form 211 with the FINRA in order to be qualified for quotation of its securities. The company must have enough free trading stock in its public float to allow Rule 15c2-11.
In general, a private company can go public using a 15c2-11 application with FINRA if it meets the following requirements: The private company must have at least 30 or more non-affiliates that have paid cash consideration for their shares for at least 12 months
The private company must have at least 1 million shares outstanding, of which at least 250,000 are free trading shares; and
The private company must never have been a shell company.
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