Form 211 (SEC Rule 15c2-11) What is a Form
Post# of 39368
Posted On: 12/22/2014 11:28:21 AM
Form 211 (SEC Rule 15c2-11)
What is a Form 211?
Form 211 is the form which must be completed pursuant to FINRA Rule 6432 and submitted to the FINRA OTC Compliance Unit to initiate or resume quotations in the OTCBB, OTC Markets or any other quotation medium pursuant to SEC Rule 15c2-11. To view or print the Form 211, please visit our Forms Page. A 211 Addendum Form must be submitted in addition to the Form 211 for the OTCBB.
After a Form 211 is filed, how long until the security can begin quotation on the OTCBB?
There is no standard time to process a 211 and clear the market maker to begin quoting a security on the OTCBB. The time it takes to review a 211 may vary significantly depending on many factors including whether or not FINRA has to request additional information from the market maker that submitted the form and upon how long it takes the market maker to respond to requests for additional information.
How do I check the status of a Form 211 filing?
Contact the FINRA OTC Compliance Unit at 240-386-5100. Please note that the Form 211 review process is proprietary and, thus, FINRA will only discuss details of the filing or review directly with the firm that submitted the Form 211.
Do financials submitted with the Form 211 have to be audited?
The periodic reporting requirements relied upon by FINRA Rule 6530 require annual audits of an issuer's financial statements for quoting on OTCBB. However, current FINRA rules do not require audited financial statements for quoting on other quotation mediums, but they should be prepared in accordance with GAAP or, for foreign issuers, in accordance with their home country's accounting standards.
Do I have to file a Form 211 for a security delisted from an exchange?
An exchange delisted issuer that wishes to be quoted on the OTCBB should contact their market makers to request that they complete a Form 211 for review and processing.
Trade Halts
Are there trade halts in OTC Equity Securities?
Pursuant to FINRA Rule 6440, in circumstances in which it is necessary to protect investors and the public interest, FINRA may direct members to halt trading and quotations in OTC Equity Securities (as such term is defined in Rule 6420) if:
the OTC Equity Security or the security underlying an American Depository Receipt ("ADR"
that is an OTC Equity Security ("OTC ADR" is listed on or registered with a foreign securities exchange or market, and the foreign securities exchange, market, or regulatory authority overseeing such issuer, exchange, or market, halts trading in such security for regulatory reasons because of public interest concerns ("Foreign Regulatory Halt"; provided, however, that FINRA will not impose a trading and quotation halt if the Foreign Regulatory Halt was imposed solely for material news, a regulatory filing deficiency, or operational reasons;
the OTC Equity Security or the security underlying an OTC ADR is a derivative or component of a security listed on or registered with a national securities exchange or foreign securities exchange or market ("listed security" and the national securities exchange, or foreign securities exchange or market imposes a trading halt in the listed security; or
FINRA determines that an extraordinary event has occurred or is ongoing that has had a material effect on the market for the OTC Equity Security or has caused or has the potential to cause major disruption to the marketplace and/or significant uncertainty in the settlement and clearance process.
Additionally, trading and quotation in OTC Equity Securities may be halted if ordered by the SEC or pursuant to any other lawful government order.
Notification of all trade and quote halts and resumptions will be posted to the Trade Halts section of this website.
How do I halt trading in my stock?
FINRA does not have the authority to halt trading in OTC securities for the dissemination of news. Trading in OTC securities can only be halted pursuant to FINRA Rule 6440.
Quotes
How can I get trade and quote data for OTCBB securities?
Delayed quotes for OTCBB securities are available on the Market Data section of FINRA.org. For each security site users are able to obtain, on a 15-20 minute delayed basis, the inside bid and ask prices, the current day's high, low, and last sale values, cumulative share volume for the current trading day, the previous day's closing price, percentage change from that price, etc. To access quote information on FINRA.org, enter a trading symbol in the Search box on the Market Data Home Page and click on the "Go" button.
Why don't I get Inside Quote (Best Bid and Best Ask) Information for all OTCBB securities?
There must be at least two bid and two ask quotations to calculate the inside market for a security. Because only one market maker is required on the OTCBB and market makers are permitted to post one-sided quotes and unpriced indications of interest, there may be securities for which inside quotes cannot be calculated.
Why can't I get a quote on an Other-OTC security?
Because Other-OTC securities are not quoted on the OTCBB, you will not be able to access quotes on these stocks through FINRA.org.
What is a Form 211?
Form 211 is the form which must be completed pursuant to FINRA Rule 6432 and submitted to the FINRA OTC Compliance Unit to initiate or resume quotations in the OTCBB, OTC Markets or any other quotation medium pursuant to SEC Rule 15c2-11. To view or print the Form 211, please visit our Forms Page. A 211 Addendum Form must be submitted in addition to the Form 211 for the OTCBB.
After a Form 211 is filed, how long until the security can begin quotation on the OTCBB?
There is no standard time to process a 211 and clear the market maker to begin quoting a security on the OTCBB. The time it takes to review a 211 may vary significantly depending on many factors including whether or not FINRA has to request additional information from the market maker that submitted the form and upon how long it takes the market maker to respond to requests for additional information.
How do I check the status of a Form 211 filing?
Contact the FINRA OTC Compliance Unit at 240-386-5100. Please note that the Form 211 review process is proprietary and, thus, FINRA will only discuss details of the filing or review directly with the firm that submitted the Form 211.
Do financials submitted with the Form 211 have to be audited?
The periodic reporting requirements relied upon by FINRA Rule 6530 require annual audits of an issuer's financial statements for quoting on OTCBB. However, current FINRA rules do not require audited financial statements for quoting on other quotation mediums, but they should be prepared in accordance with GAAP or, for foreign issuers, in accordance with their home country's accounting standards.
Do I have to file a Form 211 for a security delisted from an exchange?
An exchange delisted issuer that wishes to be quoted on the OTCBB should contact their market makers to request that they complete a Form 211 for review and processing.
Trade Halts
Are there trade halts in OTC Equity Securities?
Pursuant to FINRA Rule 6440, in circumstances in which it is necessary to protect investors and the public interest, FINRA may direct members to halt trading and quotations in OTC Equity Securities (as such term is defined in Rule 6420) if:
the OTC Equity Security or the security underlying an American Depository Receipt ("ADR"
that is an OTC Equity Security ("OTC ADR" is listed on or registered with a foreign securities exchange or market, and the foreign securities exchange, market, or regulatory authority overseeing such issuer, exchange, or market, halts trading in such security for regulatory reasons because of public interest concerns ("Foreign Regulatory Halt"; provided, however, that FINRA will not impose a trading and quotation halt if the Foreign Regulatory Halt was imposed solely for material news, a regulatory filing deficiency, or operational reasons; the OTC Equity Security or the security underlying an OTC ADR is a derivative or component of a security listed on or registered with a national securities exchange or foreign securities exchange or market ("listed security"
and the national securities exchange, or foreign securities exchange or market imposes a trading halt in the listed security; or FINRA determines that an extraordinary event has occurred or is ongoing that has had a material effect on the market for the OTC Equity Security or has caused or has the potential to cause major disruption to the marketplace and/or significant uncertainty in the settlement and clearance process.
Additionally, trading and quotation in OTC Equity Securities may be halted if ordered by the SEC or pursuant to any other lawful government order.
Notification of all trade and quote halts and resumptions will be posted to the Trade Halts section of this website.
How do I halt trading in my stock?
FINRA does not have the authority to halt trading in OTC securities for the dissemination of news. Trading in OTC securities can only be halted pursuant to FINRA Rule 6440.
Quotes
How can I get trade and quote data for OTCBB securities?
Delayed quotes for OTCBB securities are available on the Market Data section of FINRA.org. For each security site users are able to obtain, on a 15-20 minute delayed basis, the inside bid and ask prices, the current day's high, low, and last sale values, cumulative share volume for the current trading day, the previous day's closing price, percentage change from that price, etc. To access quote information on FINRA.org, enter a trading symbol in the Search box on the Market Data Home Page and click on the "Go" button.
Why don't I get Inside Quote (Best Bid and Best Ask) Information for all OTCBB securities?
There must be at least two bid and two ask quotations to calculate the inside market for a security. Because only one market maker is required on the OTCBB and market makers are permitted to post one-sided quotes and unpriced indications of interest, there may be securities for which inside quotes cannot be calculated.
Why can't I get a quote on an Other-OTC security?
Because Other-OTC securities are not quoted on the OTCBB, you will not be able to access quotes on these stocks through FINRA.org.
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