Stock Trading and Other Things

How can a company that is NOT listed on the stock exchange sell shares?

Ok, I have a company, i wanna sell some shares. It's not listed. On what basis do i determine the value of the initial shares and on what basis do the share prices change? I mean there's no stock exchange platform.

Public Comments

1. They are listed in the "pink sheets". Your full-service broker should know all about it. Even if all you have is the ticker symbol, you still should be able to find out about the stock from an online broker.

2. Most companies not listed on a stock exchange can be found on the pink sheets if they are traded at all. Here is a link where you can do a search for the company name and find a recent quote, hopefully.

http://www.pinksheets.com/index.jsp

3. Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. Regulation D (or Reg D) contains three rules providing exemptions from the registration requirements, allowing some smaller companies to offer and sell their securities without having to register the securities with the SEC. For more information about these exemptions, read our publications on Rules 504, 505, and 506 of Regulation D.

While companies using a Reg D exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what’s known as a "Form D" after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s executive officers and stock promoters, but contains little other information about the company.

If you are thinking about investing in a Reg D company, you should call the SEC’s Office of Investor Education and Advocacy at (202) 551-8090 or send an email to publicinfo@sec.gov to determine whether the company has filed Form D or to request a copy. If the company has not filed a Form D, this should alert you that the company may not be in compliance with the federal securities laws.

You should always check with your state securities regulator to see if they have more information about the company and the people behind it. Be sure to ask whether your state regulator has cleared the offering for sale in your state. You can get the address and telephone number for your state securities regulator by calling the North American Securities Administrators Association at (202) 737-0900 or by visiting its website. You’ll also find this information in the state government section of your local phone book.

For more information about the SEC’s registration requirements and common exemptions, read our brochure, Q&A: Small Business & the SEC.

http://www.sec.gov/answers/regd.htm

4. Most companies are not listed on a stock exchange, they trade over the counter

You can try Yahoo Finance, and search by company name, the stock may traded on the Bulletin Board or in the Pink Sheets. You can also check at pinksheets.com.

If you can not find a quoted price for the stock, call the company (shareholder services) or the Secretary's office and get a price on the stock, and tell them you want to sell it, and do they know of any current market.

The company may not be found since it may not have any value but you can get this information when you call the company.