We're all familiar with initial public offerings (IPOs) from the market perspective. We've seen the announcements and watched share price rise and fall. However, when it comes time to take a company public, many are less familiar with the underlying process. How long does an IPO take? What steps are required to prepare?
That's where this IPO readiness checklist comes into play. With the IPO checklist to guide you, you can prepare your private company to go public without missing any of the critical steps along the IPO process timeline. With most IPOs taking anywhere between six to 18 months to complete, it’s easy for certain elements of the process to be overlooked. Armed with this general overview, you can go through the entire process from the initial decision to execution and post-IPO operations as smoothly as possible.
Pre-IPO checklist
Your pre-IPO checklist should look something like this:
- Decide to go public
- Build your IPO team
- Conduct due diligence
- Prepare financials and internal controls
- Draft the prospectus
- File SEC registration (S-1)
- Complete regulatory approvals
- Conduct pre-marketing and roadshow
- Price and allocate shares
- Prepare for life as a public company
Within each of these steps are several important considerations to keep in mind. Read on to learn more about how to ensure readiness at each stage of the process.
1. Making the Decision to Go Public
Deciding to pursue an IPO is a strategic inflection point—not just a financing event.
For founders and executives, going public can unlock capital, liquidity, and visibility, but it also introduces regulatory complexity and long‑term reporting obligations.
Companies typically consider an IPO for several strategic reasons, including:
- Access to public capital markets to fund growth, repay debt, or support acquisitions
- Liquidity for shareholders, including founders, early employees, and investors
- Equity‑based compensation to attract and retain senior talent
- Public currency for M&A, enabling stock‑based acquisitions
- Increased visibility and credibility with customers, partners, and regulators
- Favorable market conditions or valuation dynamics that may not persist
Looking ahead to the near future, there are numerous IPO trends that you should be aware of when going through the decision-making process. These include the increasing prominence of private equity-backed IPOs and the “the evolving role of SPACs and other alternative paths, along with increased regulatory scrutiny.
Understanding how these may influence your prospects and investors’ outlook is critical if you want to make the best impression. Part of taking a company public is selling investors on the business opportunity. Thus, it's important you be able to explain why this is the right next move.
2. Assembling a Purpose-Driven Team
Ensuring IPO readiness is a team effort. As soon as you decide to go public, you'll want to recruit the right people for your team:
- Investment bank: An investment bank works alongside your company to prepare for the IPO with services such as due diligence, underwriting, and acting as an intermediary among your business and potential shareholders.
- Law firm/attorneys: IPOs must comply with complex, ever-changing state and federal regulations. The SEC holds companies liable for any violations in SEC filings and has the right to file criminal and civil charges, so sound legal advice is essential.
- Accounting firm/auditors: Auditors go through all the business financials to make sure that information is accurate and up to date. They'll look at all company holdings and financial statements, then resolve any discrepancies so that the business can demonstrate the necessary compliance that regulators will want to see.
- Service providers: Service providers do the behind-the-scenes work of helping all the parties involved in the IPO collaborate. A virtual data room is a great example of a service providers' roles within an IPO. A virtual room provides a safe, secure and encrypted place to store and review documentation from the due diligence phase to the deal's conclusion.
- SEC filer: Companies used to require a financial printer to format information for submission to the SEC. Today, filings are submitted electronically through EDGAR, including structured data requirements such as Inline XBRL, depending on filing type. Rather than a financial printer, identify an SEC filer that will partner with you to help you navigate the requirements of your filings with appropriate technology and an experienced service team.
- ESG reporting specialists: Investors’ and regulators’ interest in ESG concerns has only grown over the last few years. This is why a critical element of your IPO compliance checklist should be to add experts who understand the ins and outs of ESG and can help you put your company on good footing in that regard.
- Cybersecurity experts: Data breaches are no laughing matter, and being able to project strength and security when it comes to conducting business online is very important for investors today.
- Digital marketing advisors: The right marketing expertise can help shape public perception of your organization prior to your IPO. This is why you should have someone on your team who can guide your online marketing efforts and ensure you put your best foot forward.
- Internal roles: Certain members of your internal team are critical for providing guidance throughout the IPO process. Among these are your controller, CFO, and investor relations lead. Making sure these professionals are involved as early as possible means there’s less chance that something important goes overlooked.
Take the time now to perform an IPO readiness assessment, identify gaps in your team, and seek best-fit partners.
3. Conducting Due Diligence
Due diligence is the phase of preparing for an IPO during which the company pulls together, reviews, and organizes all the information needed to file. This includes:
- Financial statements
- Balance sheets
- Income statements
- Cash flow statements
- Internal controls
- Historical accounting issues/practices
- Legal disputes
- SOX compliance
Other key elements of this phase include operational and corporate governance diligence, along with audit readiness and documentation accuracy. This is where having a data room as a single source of truth can streamline aspects of this phase and ensure better preparedness.
4. Drafting the IPO Prospectus
Using information gathered during due diligence, a company and its legal counsel draft the IPO prospectus in accordance with SEC disclosure requirements, including Regulation S‑K. The prospectus provides a comprehensive, fact‑based description of the company’s business, products and services, strategy, market context, risks, and financial condition. It is subject to specific, prescriptive disclosure requirements intended to give investors a complete and balanced view of the company, which legal counsel helps the company interpret and apply.
5. Filing an IPO Registration Statement With the SEC
The prospectus, which is part of the registration statement, usually via form S-1, needs to be filed with the SEC. The SEC typically issues initial comments within approximately 30 days of filing, though timing may vary.
The company may need to revise and refile the registration statement multiple times until the SEC completes its review before the IPO can proceed.
6. Completing Regulatory and Exchange Requirements
While the SEC review is ongoing, underwriters coordinate with FINRA — which stands for Financial Industry Regulatory Authority — in parallel regarding underwriting arrangements and compliance matters.
7. Pre-IPO Marketing and the IPO Roadshow
Prior to launching an IPO roadshow, eligible companies (such as Emerging Growth Companies) may engage in permitted testing‑the‑waters or investor education activities, subject to securities law restrictions. These communications are typically conducted with qualified institutional buyers and institutional accredited investors to assess potential investor interest.
Feedback from these discussions may help inform pricing, investor targeting, and messaging ahead of the formal roadshow, but does not constitute a commitment to purchase shares.
During the roadshow, company management and the underwriters meet with institutional investors to present the company’s business, strategy, financial profile, and growth outlook, in accordance with applicable securities law and disclosure requirements.
Investors provide non‑binding indications of interest, which underwriters use to assess demand and inform final pricing and allocation decisions. Shares are not sold until the offering is priced, and allocations are confirmed.
8. Determining Valuation and Pricing
In the final stage of the IPO process, the underwriters determine the offering price based on market conditions and investor demand gathered during the roadshow.
One key element of this phase is book building, which means underwriters collect non-binding indications of interest from institutional investors across a range of price levels
9. Share Allocation and Commencement of Trading
After the IPO is priced, underwriters allocate shares to institutional and other investors based on demand indicated during the book‑building process. Once allocations are finalized and the shares are issued, the company’s stock begins trading on the public exchange.
From that point forward, shares are bought and sold in the secondary market.
10. Preparing for Post-IPO Operations
Following an IPO, companies must establish effective investor relations practices to support ongoing communication with the public markets. This includes providing timely, consistent disclosures and maintaining compliance with applicable securities and disclosure requirements.
Given the complexity of the IPO process and post‑IPO requirements, selecting appropriate scalable technology solutions and service providers can help support compliance, reporting, and document management needs as the company transitions to life as a public company.
Explore DFIN’s suite of solutions supporting private and public companies across financing, debt and equity offerings (including IPO), and ongoing public‑company compliance and SEC filing requirements.
