SEC Seeks Public Comment on Information Collection Under Rule 15c2-11 (OTC Securities Quotation Rule)
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The U.S. Securities and Exchange Commission (SEC) is soliciting public comments for 60 days on the continued information collection requirements under Rule 15c2-11, which governs how broker-dealers may publish or submit quotations for over-the-counter (OTC) securities. This notice is issued pursuant to the Paperwork Reduction Act of 1995 and seeks feedback on the necessity, accuracy, and burden of the rule's recordkeeping and review requirements. Rule 15c2-11 is designed to prevent broker-dealers from facilitating fraudulent or manipulative schemes in OTC markets by requiring them to review specific issuer information before publishing quotations. The rule currently applies to 196 broker-dealers, one qualified interdealer quotation system (QIDQS), and one registered national securities association (RNSA). In the 2024 calendar year, FINRA reported 266 Form 211 applications to initiate OTC quotations: 76 from prospectus, Regulation A, and reporting issuers; 163 from exempt foreign private issuers; and 27 from catch-all issuers. The SEC estimates the total annual compliance burden at 1,771,343 hours. The public comment deadline is June 1, 2026, directed to Austin Gerig, Director/Chief Data Officer, via PaperworkReductionAct@sec.gov. A second 30-day comment period will follow after a Federal Register submission notice.
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Key Changes
- 60-day public comment period opened, with a deadline of June 1, 2026, for feedback on Rule 15c2-11 information collection requirements
- Rule applies to 196 broker-dealers, 1 qualified interdealer quotation system (QIDQS), and 1 registered national securities association (RNSA)
- In 2024, 266 Form 211 applications were filed: 76 from prospectus/Reg A/reporting issuers, 163 from exempt foreign private issuers, and 27 from catch-all issuers
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Obligations
What this law requires
Broker-dealers must review specified information concerning the issuer before publishing or submitting any quotation for OTC securities in a quotation medium
Broker-dealers must maintain records of their review of issuer information prior to publishing or submitting OTC securities quotations
Broker-dealers are prohibited from publishing or submitting quotations for OTC securities that may facilitate a fraudulent or manipulative scheme
Qualified interdealer quotation systems (QIDQS) must comply with recordkeeping and review requirements under Rule 15c2-11
Registered national securities associations (RNSA) must comply with recordkeeping and review requirements under Rule 15c2-11