Blank Finra 211 Template

The FINRA Form 211 is a critical document used to initiate or resume quotations for securities in various quotation mediums, as defined under the Securities Exchange Act of 1934. This form requires firms to affirm compliance with specific regulations and submit relevant issuer information. To streamline the process of entering your quotations, consider filling out the form by clicking the button below.

Article Guide

The FINRA Form 211 is a critical document for firms seeking to initiate or resume quotations in various quotation mediums, such as the OTC Bulletin Board or OTC Link ATS. This form plays a pivotal role in ensuring compliance with the Securities Exchange Act of 1934, particularly under Rule 15c2-11, which governs the dissemination of quotations for securities. By submitting Form 211, a firm asserts that it has met the essential requirements laid out by both Rule 15c2-11 and FINRA Rule 6432, thus helping maintain transparency and investor protection in the securities market. Those not required to file this form may qualify for exceptions provided in the associated rules, making it vital to understand the circumstances applicable to one's particular situation. The form consists of several sections, including issuer and security information that require detailed disclosures about the company, the type of security being quoted, and various financial specifics. It also demands compliance with rigorous documentation standards, necessitating supporting information, such as annual reports or recent offering documents. In completing Form 211, filers must pay particular attention to provide necessary issuer information that reflects the current state of their financials, governance, and trading conditions. Finally, firms need to direct completed forms and supporting documents to the designated FINRA unit to ensure proper processing and adherence to the regulatory framework, emphasizing the importance of meticulous preparation and understanding of the underlying legalities.

Form Sample

FORM 211

General Instructions

Complete this form to initiate or resume quotations in a quotation medium, as defined in Rule 15c2- 11(e)(i) under the Securities Exchange Act of 1934 (1934 Act) including, but not limited to, the OTC Bulletin BoardTM or OTC Link® ATS. By completing this form, your firm is representing that it has satisfied all applicable requirements of Rule 15c2-11 and the filing and information requirements of FINRA Rule 6432. It is not necessary to file this application if a member qualifies for an exception or exemption provided by paragraphs (f)(1)-(5) or (h) of Rule 15c2-11.

Send the completed form and a copy of the required Issuer information to FINRA, OTC Compliance Unit, 9509 Key West Avenue, Rockville, MD 20850-3329. If you have any questions, call the OTC Compliance

Unit at (240) 386-5100.

Check the applicable quotation medium(s):

□□OTC Bulletin BoardTM

□□OTC Link® ATS

□□GLOBAL OTC®

□□Other (name of quotation medium)

Part 1 – Issuer and Security Information

Provide the information requested below:

1.Exact name of Issuer and predecessor (if any)

2.Address of principal executive offices

3.Telephone number of principal executive offices

4.	Type of security (check one)		Domestic Security	Foreign Security	DPP
			Sponsored ADR	Unsponsored ADR
5.	State of incorporation	Country of incorporation

6.	Complete title and class of security to be quoted
7.	Symbol of security (if assigned)		CUSIP
8.	Par or stated value of security
9.	Total securities outstanding at the end of the Issuer’s most recent fiscal year

10.	Name and address of transfer agent

11.	List any restrictions on the transfer of the security

12.	Price of initial quotation entry		Bid	Ask
	No price at this time

If you are requesting to enter a bid and/or ask price, you must also provide a clear statement of the following information:

The basis upon which the priced entry was determined:

The factors considered in making that determination:

Part 2 – Required Issuer Information

Check the applicable box (select only one) that corresponds to the category of Issuer information accompanying this application. To determine the applicable category, carefully review paragraphs (a)(1)-(5) of Rule 15c2-11 and paragraph (g), which defines “reasonably current” information for purposes of paragraph (a)(5).

Provide one copy of all required information (except for EDGAR documents) along with this completed form.

RECENT OFFERINGS

(a)(1) Provide the prospectus that became effective less than 90 calendar days prior to filing this Form 211, as specified by Section 10(a) of the Securities Act of 1933 (1933 Act).

SEC Effective Date:

Date Security(ies) Issued:

(a)(2) Provide the offering circular that became effective less than 40 calendar days prior to filing this Form 211, as provided for under Regulation A under the 1933 Act.

SEC Effective Date:

Date Security(ies) Issued:

REPORTING COMPANIES

(a)(3) Provide the Issuer’s most recent annual report filed pursuant to Section 13 or 15(d) of the 1934 Act or the annual statement referred to in Section 12(g)(2)(G)(i) of the 1934 Act. Provide quarterly and other current reports filed after the Issuer’s most recent annual report or statement. List below each report or statement and applicable amendments filed by the Issuer through EDGAR that your firm has in its possession that meets the requirements of this section.

Name of Report or Statement	Report or Statement Date	EDGAR Filed Date

FOREIGN PRIVATE ISSUERS

(a)(4) Provide the following information regarding the Issuer’s reliance upon Rule 12g3-2(b) of the 1934 Act.

The foreign exchange(s) on which the subject class of securities is listed that, either singly or together with the trading of the same class of the Issuer’s securities in another foreign jurisdiction, constitutes the primary trading market for those securities.

The symbol(s) of the security(ies) that trade on the foreign exchange(s).

The location of the Internet Web site or electronic information delivery system that the member firm would provide upon request to any person to direct them to the information that the Issuer published electronically pursuant to Rule 12g3-2(b).

NON-REPORTING AND ALL OTHER COMPANIES

(a)(5) The applicant must make the Issuer information filed in conjunction with section (a)(5) of this form available upon request to any person expressing an interest in a proposed transaction with the subject security filed. Provide the Issuer’s most recent balance sheet, profit and loss and retained earnings statements, equivalent financial information for the two prior fiscal years for the Issuer or any predecessor company, and the documents that support the information provided in this form.

a.Describe the Issuer’s business.

b.Describe the products or services offered by the Issuer.

c.Describe the Issuer’s facilities.

d.List the name(s) of the current Chief Executive Officer(s) and members of the Board of Directors of the Issuer.

e.Is the firm that is submitting this form, or any person associated with it, affiliated directly or indirectly with the Issuer?

Yes	No If yes, what is the affiliation?

f.Is the quotation being published or submitted on behalf of any other broker-dealer?

Yes	No If yes, what is the name of the broker or dealer?

g.Is the quotation being published or submitted directly or indirectly on behalf of the Issuer or any director, officer or any person who is directly or indirectly the beneficial owner of more than 10% of the outstanding units or shares of any equity security of the Issuer?

Yes	No If yes, what is the name of the person, and what is the basis for any exemption
		under the federal securities laws for any sales of such securities on behalf of
		this person?

Has the Issuer or its predecessor (if any) been subject to a trading suspension order issued by the SEC during the past 12 months? If a trading suspension order has been issued, provide a copy of the order or of the SEC’s public release announcing the trading suspension order.

Describe the circumstances surrounding the submission of this application. Include the identity of any person(s) for whom the quotation is being submitted and any information provided to your firm by such person(s).

Part 3 – Supplemental Information

Please review paragraphs (b)(1)-(3) of Rule 15c2-11 and provide the information requested below. (b)(1)

(b)(2)

Check the appropriate box: Trading suspension order or release enclosed. Not applicable.

(b)(3) Provide any material information, including adverse information regarding the Issuer, that your firm is aware of or has in its possession. (Do not list information already provided in Part 2.) If your firm does not possess such information, state “None” below.

Identify any applicable information by name and date.

Part 4 – Regulatory Filings

Fiscal Year End Date (MM/DD)

Date of Incorporation (MM/DD/YYYY)

Standard Industrial Classification (SIC) Code

(a)Complete if the Issuer files periodic reports through the SEC’s EDGAR system.

•Provide the 10-digit Central Index Key (CIK) number. (The CIK is a unique identifier assigned by the SEC to all companies and people who file disclosure documents through EDGAR with the SEC.)

(b)Complete if the non-EDGAR filing Issuer is an insurance company or files periodic reports with a federal banking agency or state supervisor.

•Name of regulatory authority where the Issuer files periodic financial reports:

•Telephone number of the regulatory authority:

•The Issuer’s filing cycle. (Check one)

□□Quarterly

□□Semi-Annually

□□Annually

□□Other (Describe the filing cycle)

•List the required reports filed by the Issuer for the current fiscal year.

Name of Report or Statement	Report or Statement Date	Filed Date

Part 5 – Certification

The undersigned must have a reasonable basis for believing that the information accompanying this form is accurate in all material respects and that the source of the information is reliable.

By signing this document:

•I acknowledge and certify that my firm has a reasonable basis for believing that the information accompanying this form (including required EDGAR filed documents not provided) is accurate in all material respects and that the sources of information are reliable (“affirmative review obligation”) as required by Rule 15c2-11 and FINRA Rule 6432;

•I understand and acknowledge that this affirmative review obligation applies to all subsequent submissions made in connection with this Form 211 application;

•I certify that I have examined this form and, to the best of my knowledge and belief, it is true, correct, and complete;


• I certify that neither				[member name]
nor persons associated with				[member name]

have accepted or will accept any payment or other consideration, directly or indirectly, from the Issuer of the security to be quoted, or any affiliate or promoter thereof, for publishing a quotation or acting as market maker in the security to be quoted, or submitting an application in connection therewith, including the submission of this Form 211; and

•I understand and acknowledge that copies of this form, accompanying documents, and subsequent submissions made in connection with this Form 211 application may be provided to the Securities and Exchange Commission, other regulatory agencies, or to the quotation medium(s) on which the security is or will be quoted.

Name, title and signature of firm employee to contact regarding information contained in this Form 211 application.

Name	Title
Signature	Date
Phone	Fax

Name, title, and signature of the registered principal of the firm responsible for this Form 211 application, and all subsequent submissions made in connection with this application.

Name	Title
Signature	Date
Firm Name

(Firm must be an OTC Link subscriber if application is for the OTC Link.) (Firm must be a GLOBAL OTC subscriber if application is for GLOBAL OTC.)

Address

City	State	Zip
Firm CRD#	Market Participant Identifier
		Investor protection. Market integrity.
		9509 Key West Ave.
		Rockville, MD 20850
		www.finra.org
7		© 2015. FINRA. All rights reserved.
7		15_0277.1 – 08/15

⇩ PDF

Document Specifications

Fact Name	Description
Purpose of Form 211	This form is used to initiate or resume quotations in a quotation medium defined under Rule 15c2-11 of the Securities Exchange Act of 1934. Common platforms include the OTC Bulletin Board and OTC Link.
Filing Requirements	By submitting this form, a firm must confirm that it meets all the requirements of Rule 15c2-11 and FINRA Rule 6432. This includes ensuring that they have the required issuer information ready for submission.
Exemptions	The form does not need to be filed if the member qualifies for an exemption under specific sections of Rule 15c2-11, namely paragraphs (f)(1)-(5) or (h).
Submission Address	Completed forms, along with any necessary issuer information, should be sent to FINRA at the OTC Compliance Unit, located at 9509 Key West Avenue, Rockville, MD 20850-3329.
Contact Information	For any inquiries regarding Form 211, individuals can contact the OTC Compliance Unit at (240) 386-5100.
Required Information Categories	Form 211 requires issuers to provide information from specific categories, such as recent offerings, reporting companies, foreign private issuers, and non-reporting entities, as outlined in Rule 15c2-11.

Steps to Filling Out Finra 211

Completing the FINRA Form 211 is vital for initiating or resuming quotations in various quotation mediums. Make sure all sections are filled accurately with the required information before submission. Here's how to fill out the form:

Check the applicable quotation medium(s): Mark the appropriate box for OTC Bulletin BoardTM, OTC Link® ATS, GLOBAL OTC®, or Other.
Part 1 – Issuer and Security Information: Fill out the following:

Exact name of Issuer and predecessor (if applicable).
Address of principal executive offices.
Telephone number of the principal executive offices.
Type of security: Domestic Security, Foreign Security, DPP, Sponsored ADR, or Unsponsored ADR.
State and country of incorporation.
Complete title and class of security to be quoted.
Security symbol (if assigned) and CUSIP.
Par or stated value of the security.
Total securities outstanding at the end of the most recent fiscal year.
Name and address of the transfer agent.
List any restrictions on the transfer of the security.
Price of initial quotation entry: Bid, Ask, or No price at this time.
If entering a bid and/or ask price, provide a statement explaining the basis for the priced entry and factors considered.

Part 2 – Required Issuer Information: Check one applicable box for the category of Issuer information. Provide required documents based on the selected category:

Recent Offerings: Include a prospectus effective within 90 days or an offering circular effective within 40 days.
Reporting Companies: Provide the most recent annual report, quarterly reports, and other relevant statements filed through EDGAR.
Foreign Private Issuers: Include details about foreign exchanges, symbols, and URLs for applicable electronic information.
Non-Reporting and Other Companies: Submit recent balance sheets and profit and loss statements for the Issuer and any predecessors.

Part 3 – Supplemental Information: Review the pertinent sections and include any necessary information, such as:

Information regarding trading suspension orders, if applicable.
Material information or adverse information about the Issuer.

Send the completed form: Include all required documents and mail to FINRA, OTC Compliance Unit, 9509 Key West Avenue, Rockville, MD 20850-3329.

Once you have completed all sections of the form, double-check everything for accuracy. It's crucial to ensure that all required accompanying documents are included before mailing to FINRA. If there are any questions or uncertainties, contact the OTC Compliance Unit directly.

More About Finra 211

What is the purpose of the FINRA Form 211?

FINRA Form 211 is used to start or resume quotations for securities in certain markets, primarily the OTC Bulletin Board and OTC Link ATS. By submitting this form, your firm confirms that it meets all the necessary requirements outlined in Rule 15c2-11 and FINRA Rule 6432. If you qualify for an exception based on specific conditions, you don’t need to file this form.

Who needs to submit Form 211?

Any firm that wants to initiate or resume quotations for securities needs to fill out Form 211. This applies to broker-dealers who are looking to place quotes for a security either for their own account or on behalf of another party.

What information do I need to provide about the issuer?

You will need to supply various details about the issuer, such as the name, address, and phone number of the principal offices. You'll also need to define the type of security, the total number of securities outstanding, any restrictions on transfers, and other pertinent data.

What issuer information must accompany the Form 211?

The form must be accompanied by issuer information that varies based on the issuer’s situation. For instance, if there were recent offerings, you need to submit the prospectus or offering circular. Reporting companies must attach their latest annual and quarterly reports. Non-reporting companies need to provide financial statements and other relevant documents.

Where do I send the completed Form 211?

After filling out the form, send it alongside the issuer information to FINRA's OTC Compliance Unit. The address is 9509 Key West Avenue, Rockville, MD 20850-3329. Make sure it reaches them as soon as possible to avoid delays.

What if I have additional questions about the process?

If you run into any questions while completing the form or about the process, you can reach out to the OTC Compliance Unit at (240) 386-5100. They can provide guidance and clarify any doubts you may have.

Is there a fee associated with filing Form 211?

There’s no filing fee for submitting Form 211 itself. However, make sure to verify if there are any associated costs during the quotation process depending on the nature of your securities and the medium you choose.

What happens after I submit the form?

Once submitted, FINRA will review your Form 211 along with accompanying issuer information. If everything is in order and complies with applicable rules, your request for quotations will be processed. You should keep an eye out for any follow-up communication from FINRA regarding your application.

Common mistakes

Neglecting to Double-Check Information: It's critical to ensure that all information entered on the form is accurate. Simple typographical errors can lead to delays or rejections.
Omitting Required Documents: Failing to include necessary supporting documents, such as the issuer's most recent financial statements, could result in your application being considered incomplete.
Incorrectly Identifying the Quotation Medium: Choosing an incorrect quotation medium or leaving it blank can mislead the review process and create unnecessary confusion.
Not Providing a Clear Basis for Pricing: When entering bid or ask prices, be sure to include a detailed explanation of how those prices were determined. A lack of clarity here can hinder your application.
Ignoring State and Country of Incorporation: These details are vital. Omitting them or providing incorrect information can lead to issues with compliance checks.
Failing to Disclose Financial Relationships: If there are any affiliations with the issuer, this must be clearly stated. Non-disclosure can raise red flags during the review process.
Missing Information on Transfer Agent: Including the name and address of the transfer agent is crucial. Forgetting this detail could complicate verification efforts.
Inadequately Describing Issuer's Business: Providing a vague description of what the issuer does can lead to questions about the application’s completeness and accuracy.

By avoiding these common pitfalls, you can help ensure that your Finra 211 form is completed accurately and efficiently. Taking the time to fill out each section thoroughly not only improves your chances of approval but also builds credibility with regulatory bodies.

Documents used along the form

The FINRA Form 211 is essential for initiating or resuming quotations in specific quotation mediums. It ensures compliance with the regulatory requirements set by the Securities Exchange Act of 1934 and FINRA. Alongside this form, several other documents may be required to provide a complete submission. Below is a list of those documents and their brief descriptions.

Prospectus: This document outlines the details of an offering and must have been effective within the last 90 days. It includes critical information about the investment, allowing potential investors to make informed decisions.
Offering Circular: Similar to a prospectus, this circular is effective within 40 days prior to the Form 211 filing. It typically includes essential details pertaining to Regulation A offerings and provides transparency about the investment.
Annual Report: An issuer’s most recent annual report complies with the reporting requirements under the Securities Exchange Act. This document includes financial statements and other relevant information that gives insight into the issuer's performance.
Quarterly Reports: These reports provide updated financial information and performance reviews of the issuer subsequent to the annual report. They help maintain transparency and keep investors informed of any significant changes.
Balance Sheet: This document summarizes the issuer's financial position at a specific date, detailing assets, liabilities, and equity. It is crucial for assessing the issuer's financial health and stability.
Trading Suspension Orders: If applicable, a copy of any trading suspension orders issued by the SEC during the past 12 months must be provided. This information helps assess any potential risks associated with the issuer's securities.

Compiling these documents thoroughly will facilitate a smoother submission process. Ensuring that all required information is provided will help meet regulatory obligations and build confidence with potential investors.

Similar forms

The Form 211 is similar to the SEC Rule 144 form. Both documents are crucial for entities looking to sell securities in the public markets. Just like Form 211 requires detailed issuer information, Rule 144 mandates sellers of restricted or control securities to provide sufficient information about the securities being sold, including their relationship with the issuer. Both forms serve to protect public investors by ensuring they have access to important details about the securities at hand.

The Form D, another related document, is used to file notice of an exempt offering of securities. This form generally covers private placements and includes basic information about the issuer, their offering, and the type of securities offered. Similar to Form 211, it ensures compliance with regulatory requirements and helps provide necessary transparency to potential investors. Both forms can signal the legitimacy of an offering when completed correctly.

Next is the 10-K form, which annual public companies must file with the SEC. Like Form 211, the 10-K offers detailed information about a company's financial performance and other critical operations. This form is essential for investors seeking in-depth knowledge regarding the company’s overall health. Both documents aim to provide stakeholders with the necessary transparency to make informed investment decisions.

SEC Form S-1 also bears resemblance to Form 211. It is filed for example in initial public offerings (IPOs) and requires comprehensive information about the issuer and the securities being offered. Completion of Form S-1 indicates that the issuer is ready to take major steps to enter public markets, aligning with the intent behind Form 211 to bring new securities to market efficiently.

The Notice of Exempt Offering of Securities on Form C is another document sharing similarities. This form is used for crowdfunding offerings under Regulation Crowdfunding. It contains issuer information and details about the offering, much like Form 211. Both facilitate the flow of information to investors and regulators, although they cater to different types of securities transactions.

The Form 462(b) is closely related as it pertains to additional securities offerings that are eligible for automatic shelf registration. It requires a description of the types and amount of securities to be sold. Similarly, Form 211 initiates or resumes quotations, emphasizing the need for clear information dissemination to trade effectively in the securities market.

Form 8-K, which is filed to report major events that shareholders should know about, holds similarities to Form 211 in terms of keeping all stakeholders informed. Just as Form 211 provides pertinent details necessary for quotation approvals, the 8-K ensures that any material changes affecting the issuer are promptly reported, fostering transparency in the market.

Lastly, the Rule 15c2-11 requires general disclosures similar to those in Form 211. It is designed to regulate the publication of quotes for penny stocks or any other securities that do not have substantial reporting history. Both rules serve critical roles in safeguarding market integrity by ensuring that adequate information is made available before securities are quoted or traded.

Dos and Don'ts

Do understand the purpose of the Finra 211 form. It’s essential to complete the form accurately to initiate or resume quotations effectively.
Do gather all necessary information before starting. You’ll need details about the issuer, security, and any relevant documents.
Do check the quotation medium boxes carefully. Ensure you select the correct option for your submission.
Do provide clear and accurate information. This includes the issuer’s name, security type, and transfer agent details.
Do keep copies of all documents you submit. This can help in case of follow-up questions or issues.
Don’t rush through the form. Taking time to review each section will help prevent errors that could delay the process.
Don’t omit any required information. Missing details can lead to application rejection or requests for further documentation.
Don’t use outdated information. Ensure the financial documents and reports submitted are current and comply with the stipulated guidelines.
Don’t ignore the importance of contacting the OTC Compliance Unit if you have questions. Getting clarification can save time and avoid mistakes.

Misconceptions

Misconceptions about the FINRA Form 211 can lead to confusion for applicants. Here are eight common myths and clarifications about them:

Form 211 is only needed for new issuers. Some believe only new companies need to file this form. In fact, it is also required for resuming quotations for existing securities.
Filing Form 211 guarantees quotation on the OTC Markets. Submitting the form does not ensure that quotations will be accepted. FINRA reviews submissions for compliance with regulatory requirements.
All securities require a Form 211 submission. This form is not necessary for members who qualify for exceptions outlined in Rule 15c2-11.
The process for completing Form 211 is straightforward and simple. While the instructions may seem clear, gathering the necessary issuer information can be complex and time-consuming.
Only the issuer must provide information on the form. The broker-dealer submitting the form has responsibility for ensuring all disclosures are accurate and complete.
The form is only about financial information. Applicants must also provide details about the issuer’s business operations, products, and restrictions on the security.
Form 211 submissions are confidential. In reality, information submitted may be subject to public disclosure, particularly if it concerns trading activities.
Once submitted, the form cannot be changed. Amendments to the Form 211 can be made if necessary, but it requires adhering to the established protocols for amendments.

Key takeaways

Filling out and using the FINRA Form 211 requires attention to detail. Here are ten key takeaways to consider:

The Form 211 is essential for initiating or resuming quotations in various quotation mediums, as defined under the Securities Exchange Act of 1934.
Your firm must ensure compliance with Rule 15c2-11 to represent that all requirements have been satisfied before submitting the form.
Do not file this form if your firm qualifies for specific exceptions outlined in Rule 15c2-11. Review paragraphs (f)(1)-(5) and (h) closely.
When submitting the form, send it along with the required Issuer information to the OTC Compliance Unit at FINRA’s Rockville address.
Check the appropriate quotation medium on the form, as this step is crucial to completing your submission accurately.
Provide complete and correct data for the Issuer and the security, including the exact name, address, and type of security.
For any requested price entries (bid or ask), offer a clear statement detailing how those price points were determined.
Ensure that all accompanying documentation, such as recent offerings or annual reports, is provided accurately to support the application.
If the Issuer is a foreign private issuer, document reliance on relevant rules, such as Rule 12g3-2(b), and provide corresponding trading details.
Lastly, be transparent and provide any material adverse information regarding the Issuer that your firm is aware of, as this may impact the examination of your application.

These takeaways will guide you in the correct submission of the form and help facilitate the process of resuming or initiating quotations. Always keep communication open with the OTC Compliance Unit for any questions you may have.