OTC Markets listing for Brazil companies.
The OTC Markets tiers — OTCQX and OTCQB — are where many reverse takeovers begin, providing a public quote and reporting record from which a company can later uplist to Nasdaq or NYSE American.
For a private company in Brazil, the OTC Markets can be reached through a reverse takeover — the merger of the operating business into a shell company — provided the applicable listing standards are met.
- A Brazil company can reach the OTC Markets by merging into a listed shell, or by uplisting to it from a lower tier once the standards are met.
- OTCQX and OTCQB are quotation tiers operated by OTC Markets Group rather than national securities exchanges. They set disclosure and eligibility requirements (current reporting, a minimum bid price on OTCQB, and verified company information) but lower quantitative thresholds than the national exchanges.
- US-standard audited financials from a PCAOB-registered auditor are required, and are usually the critical-path item.
- Reverse Takeover arranges and coordinates the transaction; the regulated work is done by licensed specialists.
The route in brief
| Venue | OTC Markets — the OTC Markets |
|---|---|
| Route | Reverse takeover into a listed shell, or uplisting from a lower tier once standards are met. |
| Standards | OTCQX and OTCQB are quotation tiers operated by OTC Markets Group rather than national securities exchanges. They set disclosure and eligibility requirements (current reporting, a minimum bid price on OTCQB, and verified company information) but lower quantitative thresholds than the national exchanges. |
| Home market | B3 (Brasil Bolsa Balcao) · regulator CVM |
| Currency | Brazilian real (BRL) |
| Our role | Advisory and arranger; not a broker-dealer, law firm or auditor. |
OTC Markets for Brazil companies
Many Brazilian companies begin on OTCQX or OTCQB to establish a US public quote and reporting record at lower cost, then uplist to Nasdaq or NYSE American as scale and float build. The OTCQB's US$0.01 minimum bid and lighter thresholds make it a practical entry point during the currency and audit-conversion work.
Structuring a reverse takeover from Brazil
Cross-border deals from Brazil are generally built beneath an offshore holding company — commonly a Cayman Islands entity — that sits above the Brazilian operating group and becomes the US-listed vehicle. Founders and advisers weigh Brazilian tax on the transfer or contribution of shares, the registration of foreign capital and investment flows with the Banco Central do Brasil under Brazil's foreign-capital regime, and IOF and withholding considerations on cross-border movements. CVM rules on public offerings and disclosure remain relevant to the extent Brazilian investors are involved. These are nuanced, fact-specific questions; the structure should be mapped early with Brazilian and US counsel and tax advisers, and this outline is educational rather than advice.
Considering OTC Markets for your Brazil company?
Start an enquiry →OTC Markets listing for Brazil companies — FAQ
Q1Can a Brazil company list on OTC Markets via reverse takeover?
A Brazil company can reach the OTC Markets by merging into a shell already listed there, or by uplisting once it meets the applicable standards. OTCQX and OTCQB are quotation tiers operated by OTC Markets Group rather than national securities exchanges. They set disclosure and eligibility requirements (current reporting, a minimum bid price on OTCQB, and verified company information) but lower quantitative thresholds than the national exchanges.
Q2What are the OTC Markets listing standards?
OTCQX and OTCQB are quotation tiers operated by OTC Markets Group rather than national securities exchanges. They set disclosure and eligibility requirements (current reporting, a minimum bid price on OTCQB, and verified company information) but lower quantitative thresholds than the national exchanges. Meeting these standards, and maintaining them, is assessed with US securities counsel as part of the transaction.
Q3Is Reverse Takeover a broker-dealer?
No. Reverse Takeover is an advisory and arranger, not a registered broker-dealer, law firm or auditor. Regulated activities are performed by licensed US securities counsel, PCAOB-registered auditors, transfer agents and broker-dealers coordinated on the transaction.
Other US venues for Brazil companies
- Nasdaq listingBrazil → Nasdaq
- NYSE American listingBrazil → NYSE American
- Brazil — all routesCountry overview
This page is general, educational information about listing routes and is not investment, legal, tax, or accounting advice, nor an offer or solicitation. Regulatory details change and vary by circumstance; obtain advice from qualified US securities counsel and your home-market advisers. See our disclosures.