# Unquoted Public Company: What it is, How it Works, Example

![The eight stockholders of a small public company meet around a table to discuss business strategy and review earning results. ](https://www.investopedia.com/thmb/Db49GhSCbRB126jPzap8ZKWNnEQ=/1500x0/filters:no_upscale():max_bytes(150000):strip_icc()/UnquotedPublicCompany-8c24754ede434dd0b180d2c861758447.jpg)

*— monkeybusinessimages / Getty Images*

## What Is an Unquoted Public Company?

An unquoted public company, also known as an unlisted public company, is a firm that has issued equity shares that are no longer traded on a stock exchange.

### Key Takeaways

*   An unquoted public company or an unlisted public company is a firm that has issued equity shares that are no longer traded on a stock exchange.
*   Companies might be unquoted because they are too small to qualify for a stock market listing, have too few shareholders for a listing, or have been delisted.
*   Shares in unquoted public companies are bought and sold in over-the-counter markets.

## Understanding Unquoted Public Companies

A [public company](https://www.investopedia.com/terms/p/publiccompany.asp) is a company that has issued stock shares through an initial public offering (IPO) while its stock trades on a stock exchange or an over-the-counter market that is a market of private brokers and dealers. Publicly-quoted stocks might trade on exchanges like the New York Stock Exchange, which is the largest equities-based exchange in the world. However, unquoted public companies are unlisted and trade over-the-counter.

> **Important**
>
> OTC markets that trade unquoted public companies typically have less transparency than public exchanges.

## Reasons for an Unquoted Public Company

Companies might be unquoted because they are too small to qualify for a stock market listing. Major exchanges have listing requirements for stocks that include annual earnings thresholds, a minimum number of outstanding shares, and listing fees.

An unquoted company might have too few shareholders for a listing, or the company's management might want to avoid ownership disclosure requirements under certain listing exchanges. Another reason for remaining unquoted is simply cost savings. A struggling company may not want to incur the multimillion-dollar expenses of listing.

Companies that have been delisted or removed from major exchanges might result in their stock becoming an unquoted public company. [Delisting can be voluntary](https://www.investopedia.com/articles/stocks/07/delisting.asp) or can be due to a failure to meet the listing requirements of an exchange.

By remaining unquoted, the firm's owners can operate the business more like a [private company](https://www.investopedia.com/terms/p/privatecompany.asp) and avoid some of the exchange regulations. However, although unquoted public companies are less heavily regulated than listed public companies, they are more regulated than private ones. As public companies, they still have to comply with financial reporting requirements and may be subject to the same takeover codes as listed companies. Unquoted public companies may also be banned from marketing themselves to investors.

## Trading and Valuation

As unlisted securities, shares in unquoted public companies are bought and sold in [over-the-counter markets (OTC)](https://www.investopedia.com/terms/o/over-the-countermarket.asp). In an OTC market, broker-dealers quote stock prices at which they will buy and sell a stock. However, two investors (a buyer and seller) can execute a trade on an OTC market without other investors being aware of the price at which the transaction was completed. As a result, OTC markets that trade unquoted public companies typically have less transparency than public exchanges.

Also, stocks of unquoted public companies are rarely traded, or are illiquid, leading to difficulty in pricing the stock. Unquoted public companies are valued using various financial models, including the comparables approach. The comparables approach analyzes companies or divisions that are of similar makeup and industry.

By comparing market transactions such as investments or buyouts into similar companies, investors can get a sense of the value of the unquoted company. The approach also includes an analysis of the competition to estimate the equity share value of the unquoted company.

> **Fast Fact**
>
> Keep in mind the time commitment and financial obligation a company must incur in order to be a listed company.

## Unquoted Company vs. Listed Company

Let's summarize the difference between an unquoted company and a listed company. A listed company has its shares traded on a public stock exchange, such as the New York Stock Exchange or NASDAQ. Listed companies must adhere to strict regulations set by securities authorities, which include regular financial reporting, corporate governance standards, and disclosure requirements.

Another major difference lies in the accessibility of information. Listed companies are required to disclose detailed financial statements and other key information to the public regularly. Unquoted public companies are typically not subject to the same level of public scrutiny. They may not provide as much financial information, or they may limit it to a smaller pool of shareholders which can make it harder for outside investors to assess the company's true value.

Also, the strategic goals of unquoted public companies and listed companies often vary. Listed companies tend to prioritize increasing shareholder value through stock price appreciation and [dividends](https://www.investopedia.com/terms/s/stockdividend.asp). Unquoted public companies may focus more on long-term growth, maintaining control within a smaller group of shareholders. Unlisted companies may also be more likely to be preparing for eventual acquisition.

## Risks of Investing in Unquoted Public Companies

Investing in unquoted public companies carries several unique risks. The first is the lack of liquidity. Unlike shares in listed companies that can be easily bought or sold on public exchanges, shares in unquoted public companies are harder to trade. This limited market can make it difficult for you to exit their positions or quickly convert their shares into cash.

Another key risk is the lack of transparency and public information. Unquoted public companies do not face the same stringent reporting requirements. This means it's going to be harder for you to evaluate the company's health, growth potential, or overall [risk profile](https://www.investopedia.com/terms/r/risk-profile.asp). Very broadly speaking you may be more vulnerable to unexpected downturns or poor management decisions because of this lack of transparency.

Valuation uncertainty is another significant risk. Since unquoted public companies are not traded on open markets, it's going to be difficult for you to determine the fair value of their shares. The absence of a continuous market price means that valuations are often based on private transactions, which can vary depending on who is buying or selling. Even if you can find a liquid market to sell your shares, it may not be at the price you were expecting to receive.

## Example of an Unquoted Public Company

Let's say as an example that executives at Google have decided to remove the company's stock from listed exchanges and opt for becoming an unquoted public company. The company would be primarily owned by the founders and a few private investors.

As opposed to investors trading Google stock on an exchange, the unquoted Google would not be readily available to trade, and any transactions would need to be processed through the OTC market. As a result, investors wouldn't be able to buy and sell the stock quickly or easily.

Also, valuing the company's stock price would be a challenge since the financial information might not be available to potential investors and brokers. Any valuation would be done by analyzing proxy companies such as the competition in the social media sector. However, Google would have fewer regulatory requirements freeing up resources that were used to meet those requirements.

## What Is An Unquoted Public Company?

An unquoted public company is a public company that does not have its shares listed on a stock exchange, meaning its shares are not available for public trading. Although the company may have many shareholders, its shares are typically traded privately through over-the-counter markets or directly between buyers and sellers.

## What Are The Benefits Of Being An Unquoted Public Company?

Being an unquoted public company allows for greater operational flexibility while still benefiting from public ownership. Since the company is not listed on a stock exchange, it is subject to fewer regulations, reducing the compliance burden and associated costs.

## How Can Investors Buy Shares In Unquoted Public Companies?

Investors can buy shares in unquoted public companies through private transactions or over-the-counter markets. Unlike listed companies, where shares are bought and sold on public exchanges, unquoted companies rely on private networks or intermediaries to facilitate trades. These transactions may require direct negotiation between the buyer and seller or be conducted through specialized brokers.

## How Do Unquoted Public Companies Raise Capital?

Unquoted public companies raise capital primarily through private placements, selling shares to institutional investors, venture capital firms, or high-net-worth individuals.

## The Bottom Line

Unquoted public companies are publicly owned firms whose shares are not traded on stock exchanges but through private transactions or over-the-counter markets. While they enjoy more operational flexibility and fewer regulatory requirements than listed companies, they face challenges such as limited liquidity and less transparency for investors.

> **Article Sources**
>
> 1.  World Federation of Exchanges. "[Market Statistics - August 2024](https://focus.world-exchanges.org/issue/august-2024/market-statistics)."
>     
> 2.  New York Stock Exchange. "[Overview of NYSE Quantitative Initial Listing Standards](https://www.nyse.com/publicdocs/nyse/listing/NYSE_Initial_Listing_Standards_Summary.pdf)."
>     
> 3.  Nasdaq. "[Initial Listing Guide, January 2024](https://listingcenter.nasdaq.com/assets/initialguide.pdf)."
>     
> 4.  U.S. Securities and Exchange Commission. "[Exchange Act Reporting and Registration](https://www.sec.gov/resources-small-businesses/going-public/exchange-act-reporting-registration)."
>     
> 5.  U.S. Securities and Exchange Commission. "[Listing Standards](https://www.sec.gov/education/smallbusiness/goingpublic/listingstandards)."