Unlisted Security

An unlisted security is a stock or other financial instrument that is not traded on a formal exchange. Rather, it trades in the over-the-counter (OTC) market. Unlisted securities are also called OTC securities. Market makers facilitate the buying and selling of unlisted securities in the OTC market.

Unlisted securities are usually issued by smaller or new firms that cannot or do not wish to comply with the listing requirements of an official exchange. Further, because they are not exchange traded, unlisted securities can be less liquid than listed securities.

Securities must meet a number of requirements to be listed on an exchange. For example, to be listed on an exchange such as the NYSE or AMEX, a publicly traded stock must represent a company that surpasses an annual income or market capitalization threshold. The company also must have issued a specific number of shares and be able to afford the exchange's listing fee, which often exceeds $100,000. These requirements ensure that only the highest quality companies trade on exchanges. Thus, unlisted securities may be of lower quality and present a greater risk to investors.

The most familiar type of unlisted security is common stock, often traded on the Nasdaq. However, stocks trading on the top tier of the Nasdaq dealer network system, the National Market System, are generally not classified as OTC because the Nasdaq is considered a stock exchange. However, lower tiers, such as the OTC Bulletin Board (OTCBB) or the pink sheets are. The latter includes penny stocks, which trade for extremely low prices, while some are legitimate foreign companies that don't wish to file reports with the SEC.

There are also many unlisted non-stock instruments including corporate bonds, government securities, and certain derivative products such as swaps which are traded in the OTC market.

The normal risks associated with investing are magnified with unlisted securities. Because size and other requirements for companies are reduced or eliminated, some unlisted companies may be undercapitalized, have highly risky business plans, and be no more than an idea without a plan for success.

Other unlisted transactions carry counterparty risk, liquidity concerns, and interconnection risks. This can include one side reneging on the contract. Also, since there is no formal exchange or clearing mechanism, it is up to the reputation of dealers and/or counterparties to fulfill all obligations of the transactions, including delivery of securities and payment of any monies required.