Requirements to use Form 211 | Going Public OTC Pink Sheets

In general, a private company can go public if:

The Role of the Market Maker | Submitting Form 211

In order to use Rule 15c-211 to go public, the private company must locate a sponsoring market maker to submit the Form 211 application to FINRA on its behalf.  FINRA may render comments to the Form 211 application which the sponsoring market maker and private company must respond to.

Once FINRA is satisfied that the disclosures satisfy the requirements of Rule 15c2-11, it will assign a trading symbol and the Market Maker can quote the company’s securities.  Once this occurs, the securities of the private company going public are quoted by the OTC Markets on the OTC Pink Sheets.  Once the sponsoring market maker has published quotations for the company’s securities for at least 30 days, other market makers can publish quotations for the security.

Market Maker Fees In Form 211 Going Public Transactions

Note: The market maker chosen by the company to file the Form 211 is not permitted to accept payment for his or her services.

15c-211 Disclosures | Going Public Transactions

Rule 15c-211 requires that the company have current public information available before the market maker can quote the security.  The information required in the Form 211 satisfies the current public information of Rule 15c-211.  Form 211 requires, among other things, the following disclosures:

Going Public on the OTC Pinks | Rule 144

Private companies that go public using 15c2-11 rely on the availability of the safe harbor of Rule 144 of the Securities Act of 1933 (the “Securities Act”) to create their free trading shareholder base.  Rule 144 is not available for private companies that have ever, at any time, been a shell company, or “blank check company.”  If a private company was once a shell company it must file a registration statement with the SEC in order to go public without a reverse merger.  Generally, for shareholders of private companies that have never been shells, Rule 144 is available 12 months after the payment of consideration so long as the shareholder is not an affiliate of the company.


The OTC Pink Sheets provide private companies seeking to go public a less cumbersome method of obtaining public company status than filing a registration statement with the SEC.  Qualifying for OTC Markets’ Pink Current Information tier is a straight forward and relatively inexpensive way for small companies to go public, and to enjoy the benefits that status provides.