OTCQX vs OTCQB vs Pink for Canadian Companies

Why Canadian listed companies trade in the U.S. on OTC Markets, how the OTCQX, OTCQB, OTCID and Pink tiers differ, and the SEC exemption behind it.

Many Canadian listed companies also trade in the United States on markets run by OTC Markets Group. The tier a company sits on, OTCQX, OTCQB or one of the lower tiers, depends on its size, disclosure and share price. For a Canadian issuer, the U.S. quote usually rests on an SEC exemption tied to its Canadian listing.

What OTC Markets is

OTC Markets Group runs OTC Link ATS, a quotation system where U.S. broker-dealers post prices as market makers. It is not a stock exchange. Companies on it are described as quoted or traded there, and the word listed is reserved for exchanges. The company’s primary listing and disclosure regime stays in Canada.

The tiers, from highest to lowest:

OTCQX Best Market: for established companies that meet financial standards and cannot be penny stocks or shells.
OTCQB Venture Market: for entrepreneurial and development-stage companies that are current in their reporting.
OTCID Basic Market: launched July 1, 2025, replacing the former Pink Current tier, for companies that publish baseline current information and a management certification.
Pink Limited and the Expert Market: where securities go when issuers do not provide current information or certifications.

Why Canadian companies can trade there

A U.S. company with enough shareholders must register with the SEC and file U.S. reports. SEC Rule 12g3-2(b) exempts qualifying foreign private issuers. Two conditions do most of the work:

Primary trading market: at least 55% of worldwide trading in the class during the last fiscal year must take place in one foreign jurisdiction, or no more than two.
English disclosure: the issuer must publish its material information in English on its website or through an electronic system available in its primary market.

The exemption ends if the issuer stops publishing or no longer keeps its listing in its primary trading market. A McMillan LLP white paper published by OTC Markets notes that Canadian reporting issuers posting continuous disclosure on SEDAR will generally qualify, provided they remain foreign private issuers with a primary market outside the U.S. The TSX, TSX Venture and CSE are on OTC Markets’ list of qualified foreign exchanges; the CSE was added on May 7, 2014.

Before quotes can start, a market maker must file a Form 211 with FINRA under SEC Rule 15c2-11 and FINRA Rule 6432.

OTCQX and OTCQB compared

These are the admission standards in OTC Markets’ OTCQX Rules for International Companies (version 11.1) and OTCQB Rules (version 6.1), both dated September 17, 2026. Dollar amounts are U.S. dollars.

Standard	OTCQX International	OTCQB
Reporting basis	Listed on a qualified foreign exchange; 12g3-2(b) or other exemption, or SEC reporting	Includes 12g3-2(b) exemption plus a qualified foreign exchange listing
Financial test	Net tangible assets of $2,000,000 (three years’ operation) or $5,000,000, or average revenue of $6,000,000	None beyond audited annual statements with a clean opinion
Minimum bid, 30 days before admission	$0.25	$0.05
Market capitalization	$25 million global, for 30 consecutive days	No requirement
Public float	Market value of at least $5,000,000, and at least 20% of shares (10% to 20% allowed with $50 million assets and $10 million equity)	At least 10% of shares
Holders	100 beneficial holders of 100 shares or more	50 beneficial holders of 100 shares or more
Other	Two market makers; no shell or blank-check companies; no two or more reverse splits in two years	Canadian companies must use a transfer agent in OTC Markets’ Verified Shares Program

For both tiers, a company that trades on a qualified foreign exchange with no prior U.S. market can meet the bid test using its home exchange price. Once on OTCQB, a company must keep a bid of at least $0.01 on at least one of every 30 consecutive calendar days and pay an annual fee. If the bid falls below the minimum, it gets a 90-day cure period. A close below $0.001 for five consecutive trading days means immediate removal.

The math: which tier fits

A hypothetical Canadian junior has 100,000,000 shares trading at the equivalent of US$0.30.

Global market capitalization: 100,000,000 x $0.30 = $30 million. That clears the OTCQX $25 million test and the $0.25 bid test.
If insiders and other non-public holders own 85%, the public float is 15,000,000 shares, worth $4.5 million. That misses the OTCQX $5,000,000 float value test.
A 15% float also falls in the 10% to 20% band, which on OTCQX requires $50 million in total assets and $10 million in equity.
On OTCQB, the same company clears the 10% float test and the $0.05 bid test.

Float, more than share price, often decides the tier.

The lower tiers and the 2021 rule change

Amended SEC Rule 15c2-11 took effect on September 28, 2021. After that date, a company that stopped providing current information lost its public quote and moved to the Expert Market, where retail access is limited. OTC Markets then replaced Pink Current with OTCID on July 1, 2025. Issuers that do not provide updated information and management certifications move to Pink Limited or the Expert Market.

Canadian rules still apply

A U.S. quote does not change a Canadian company’s home obligations. Its disclosure is still governed by Canadian securities law and its listing exchange. Canadian regulators also watch the OTC markets directly. The BC Securities Commission’s Multilateral Instrument 51-105 makes certain companies reporting issuers if their securities are quoted, or have received ticker symbols, on the U.S. OTC markets. It also limits how and when private placement buyers of those issuers can resell.

For how U.S. dollar pricing interacts with Canadian results, see our piece on gold in Canadian dollars.

What to watch

The tier shown on a company’s OTC Markets profile, and any change in it.
New versions of the OTCQX and OTCQB rules; existing OTCQX companies become subject to the new financial and shareholder tests on April 6, 2027.
Whether a company’s annual 12g3-2(b) certification is current.
Moves to Pink Limited or the Expert Market, which signal missing disclosure.

Sources

Frequently asked questions

What is the difference between OTCQX and OTCQB?

OTCQX is OTC Markets’ top tier for established companies. International issuers need a $25 million global market capitalization, a $0.25 minimum bid, a $5,000,000 public float value and financial tests. OTCQB is the venture tier, requiring a $0.05 bid, a 10% public float, 50 beneficial holders and current reporting.

Why do Canadian companies trade on the OTC market?

SEC Rule 12g3-2(b) exempts qualifying foreign private issuers from U.S. registration if their primary trading market is outside the U.S. and they publish material information in English. Canadian issuers listed on the TSX, TSX Venture or CSE, which are qualified foreign exchanges, can use this to be quoted on OTCQX or OTCQB.

What happened to Pink Current on OTC Markets?

OTC Markets replaced the Pink Current tier with the OTCID Basic Market on July 1, 2025. OTCID is for companies that meet a minimal current information standard and provide a management certification. Issuers that do not provide updated information and certifications move to Pink Limited or the Expert Market.

How OTC Markets Work for Canadian Companies: OTCQX, OTCQB and Pink