15/04/2026
OTC IPO USA : For the OTCID (OTC Basic) market tier using the Alternative Reporting Standard (ARS), you generally do not need a PCAOB-registered auditor.
OTC Markets IPO : https://www.otcmarkets.com/corporate-services/otcid
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However, the requirement for a PCAOB auditor depends strictly on the market tier you are targeting:
1. OTC Pink / OTCID (Basic Market)
Auditor Requirement: An audit is not mandatory for the "Pink Current Information" or OTCID tiers.
Standard: Financial statements must be prepared according to U.S. GAAP or IFRS by a qualified person, but they do not need to be audited or reviewed by a PCAOB accountant.
Alternative: If you choose not to provide audited financials, you must instead submit an Attorney Letter to OTC Markets Group to verify your disclosures.
Voluntary Audits: If you choose to provide audited statements voluntarily, they must be performed by a PCAOB-registered firm.
2. OTCQB (Venture Market)
Auditor Requirement: Mandatory.
Standard: To qualify for OTCQB using ARS, you must have annual financial statements audited by a PCAOB-registered auditor.
Exemption: Companies reporting under Regulation A are exempt from the PCAOB auditor requirement for initial eligibility only; all subsequent annual audits must be PCAOB-compliant.
3. OTCQX (Best Market)
Auditor Requirement: Mandatory.
Standard: Similar to OTCQB, all U.S. companies on OTCQX must have annual financials audited by a PCAOB-registered auditor.
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Yes, you can hire a general USA CPA to help you prepare your reports under the Alternative Reporting Standard (ARS) for the OTCID (OTC Pink) tier. Since audits are not mandatory for this tier, the strict requirement for a PCAOB-registered firm does not apply to the preparation of the financial statements.
https://www.otcmarkets.com/corporate-services/otcid
However, there are critical nuances to ensure your filing is accepted:
Qualification Standard: The financial statements must be prepared in accordance with U.S. GAAP (or IFRS for international issuers) by an accounting firm or individual "qualified to do so". A licensed USA CPA generally meets this definition.
The Attorney Letter Requirement: If your financial statements are not audited by a PCAOB firm, you must retain a U.S. securities attorney to review your disclosures and the CPA-prepared financials. The attorney then submits an Attorney Letter to OTC Markets Group verifying that the information is adequate and current.
Prohibited Providers List: Check the OTC Markets Prohibited Service Providers List. OTC Markets Group maintains a list of specific accountants and attorneys they will not accept filings from. Ensure your chosen CPA is in good standing.
Ongoing Accuracy: While a general CPA can prepare the reports, they must be familiar with the OTC Pink Basic Disclosure Guidelines to ensure all required items (Balance Sheet, Income Statement, Cash Flows, Retained Earnings, and Notes) are included and formatted correctly for the OTCIQ system.
Would you like a list of the specific financial items your CPA must include in the annual ARS report to ensure it passes the initial review?
To qualify for the OTC Pink Current Information tier using the Alternative Reporting Standard (ARS), your CPA must prepare an Annual Report that includes the following specific financial and disclosure items:
1. Mandatory Financial Statements
Your CPA must provide financial statements for the two most recent fiscal years. These must be prepared in accordance with U.S. GAAP or IFRS and include:
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Balance Sheet: A snapshot of assets, liabilities, and equity.
Income Statement: Detailing revenues, expenses, and net income over the fiscal period.
Statement of Cash Flows: Outlining cash inflows and outflows from operating, investing, and financing activities.
Statement of Retained Earnings: Also referred to as the Statement of Changes in Stockholders' Equity.
Notes to Financial Statements: Detailed explanations of accounting policies and significant financial items.
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2. Disclosure Statement Requirements
In addition to the financials, the CPA-prepared report (following the OTC Pink Basic Disclosure Guidelines) must include:
Share Structure Data: Exact title and class of securities, par value, total shares authorized, and total shares outstanding as of the report date.
Issuance History: A chronological table of all share issuances, offerings, or cancellations over the last two fiscal years, including reasons for issuance (e.g., cash, debt conversion, or services).
Debt Holdings: A list of outstanding promissory notes, convertible notes, or debentures, including interest rates, maturity dates, and conversion terms.
Management & Insider Information: Names and addresses (City/State only) of all officers, directors, and beneficial owners of 10% or more of any class of equity.
3. Critical Compliance Fillables
Officer Certification: A signed certification from the CEO and CFO (or persons performing similar functions) affirming that the report does not contain any untrue statements of material fact.
Service Providers: Disclosure of the names and contact information for the company's attorney, transfer agent, and the CPA/firm that prepared the report.
Filing Deadlines
Annual Report: Must be uploaded to the OTCIQ portal within 90 days of your fiscal year-end.
Attorney Letter: If your financials are unaudited, a licensed attorney must submit this letter within 120 days of your fiscal year-end.
Would you like a sample check-list of the non-financial corporate data (like business descriptions and facilities) required to complete the rest of the disclosure form?
yes
To achieve the OTCID (formerly Pink Current) status via the Alternative Reporting Standard (ARS), you must complete the non-financial sections of the OTC Pink Basic Disclosure Guidelines.
1. Business and Operations
Your disclosure must clearly define the company's scope so investors understand its primary activities:
Business Description: A narrative of current business operations and primary products or services.
Company History: Date and jurisdiction of incorporation, plus any name changes or material mergers in the past five years.
Industry Codes: Primary and secondary Standard Industrial Classification (SIC) codes.
Fiscal Year End: The specific date your annual reporting period closes.
2. Facilities and Assets
This section identifies the physical footprint and material property of the company:
Principal Executive Offices: Full address, phone, email, and website for headquarters.
Property Description: Clear details on all assets, plants, or properties owned or used.
Lease Terms: If renting, you must disclose the location, size, cost per month, and duration of the lease.
Ownership Limitations: Disclosure of any mortgages, liens, or shared control over listed properties.
3. Share Structure and Issuances
Detailed records of your equity are required to monitor dilution and control:
Current Share Data: Exact number of authorized and outstanding shares, par value, and CUSIP number.
Transfer Agent: Contact info for your SEC-registered transfer agent (mandatory for OTCID).
Issuance History (2 Years): A table listing every share issuance, including the date, recipient, price per share, and reason (e.g., cash, services, or debt conversion).
Promissory Notes: Details on any outstanding debt, including maturity dates and conversion terms into equity.
4. Management and Legal History
Transparency regarding leadership is a key requirement for the "Current Information" tier:
Officer and Director List: Names and titles of all executive officers and directors.
Beneficial Owners: Names and addresses (City/State only) of anyone owning 10% or more of any class of equity.
Legal Disciplinary History: A 5-year history for all officers/directors regarding criminal convictions, SEC/regulatory bans, or civil judgments related to securities.
5. Service Providers
Identify the external professionals advising your company:
Attorneys: Contact details for your securities counsel.
Accountants: Contact details for the CPA or firm preparing your ARS reports.
Investor Relations: Any firms or consultants assisting with public communication.
Would you like the Officer Certification template text to include in your final filing?
yes
To finalize your ARS (Alternative Reporting Standard) filing, your CEO and CFO (or the individuals performing those roles) must sign a certification.
You can copy and adapt the following text, which aligns with the OTC Pink Basic Disclosure Guidelines:
Certification of Chief Executive Officer and Chief Financial Officer
I, [Name of Officer], certify that:
I have reviewed this [Annual/Quarterly] Disclosure Statement of [Full Legal Company Name];
Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
Date: [Date]
By: _ /s/ [Signature] _
Name: [Name]
Title: [CEO / CFO]
Important Next Steps for Filing:
Format: This certification is typically the final page of your Disclosure Statement PDF.
Dual Roles: If one person serves as both CEO and CFO, they must sign once but list both titles.
Electronic Signature: Using "/s/ Name" is acceptable for the uploaded version, but keep a physically signed copy in your corporate records.
The Attorney Letter: Remember, once this is uploaded to OTCIQ, your attorney has a separate deadline (usually 30 days later) to upload their formal Attorney Letter referencing this specific report.
Would you like to know the specific requirements for the Attorney Letter so you can prep your lawyer?
yes
To complete the OTCID (OTC Pink) listing process without a PCAOB audit, your securities attorney must submit an Attorney Letter With Respect to Current Information. This letter serves as a formal verification that your company has made adequate public disclosure.
1. Attorney Eligibility Requirements
Not every lawyer can provide this letter. OTC Markets Group requires that the attorney:
Submit an Attorney Letter Agreement: The lawyer must sign a formal agreement with OTC Markets Group before they are permitted to upload any letters.
Practice Qualifications: They must be permitted to practice before the SEC and have not been prohibited from such practice.
Practice History: They must disclose whether they have been the subject of any regulatory investigation (SEC, FINRA, or CFTC) in the past five years.
Relationship Disclosure: The letter must state the attorney's relationship to the company (e.g., general counsel or hired solely for this review) and if they own any company stock.
2. Mandatory Content of the Letter
The letter must provide specific legal opinions based on a review of your ARS Reports:
Verification of Disclosure: Counsel must state that the company has published "Adequate Current Information" within the meaning of SEC Rule 144(c)(2).
Review of Financials: The attorney must confirm they have reviewed the financial statements (the ones your CPA prepared) and that they are consistent with GAAP/IFRS.
Management Interviews: Counsel must state that they have personally met with and interviewed management (CEO/CFO) to verify the accuracy of the disclosures.
Non-Shell Status: The letter must include an opinion on whether the company is currently or has ever been a "shell company" as defined by Rule 405.
Insider Identification: The attorney confirms that the list of officers, directors, and 5%+ shareholders is complete and accurate.
3. Submission Deadlines
Initial Filing: For a new listing, the letter is submitted after your initial disclosure reports are uploaded.
Ongoing Filing: For existing companies, the Attorney Letter must be uploaded within 120 days of your fiscal year-end.
Validity: A single letter typically covers the Annual Report and the three subsequent Quarterly Reports for that year.
https://www.otcmarkets.com/corporate-services/otcid
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