IPO Readiness Checklist Template

Owned by the IPO programme lead. Enter the target listing date on the first task: every due date counts back from it in working days, starting about 18 months before, and the tasks after the listing count forward. Choose the market, and the tasks and notes for the US or the UK route appear.

• Set up the programme: the company, the market, the target listing date and the people — the company that will list, the market and the exchange in view, the target listing date and the people who lead each part; later tasks are assigned from these fields and every due date counts from the target listing date
• Assess the company against what a listed company must do — a gap analysis across financial reporting, the close, internal controls, governance, legal structure, systems, tax and people, with an owner and a target date for each gap
• Confirm whether the company is an emerging growth company (US) — the company’s total annual gross revenues for its most recently completed fiscal year, whether it has sold common equity under a registration statement before, and counsel’s view of its status
• Agree the programme plan, the budget and the timetable — the workstreams from this checklist, the budget for advisers and new hires, the timetable back from the target listing date, and how progress is reported to the board
• Record the board’s decision to start IPO readiness — the board’s approval to start the programme, the market and the target date it agreed, and how often it wants updates; this is not the decision to launch, which comes in Phase 8

Appoint the advisers who will work on the listing and fill the gaps in the finance, legal and investor relations team. The auditor, counsel and the banks each need time to learn the business before the drafting starts.

• Appoint company counsel for the listing — a firm with experience of listings on the chosen market, its scope, the team and the fee basis, and conflicts checked
• Confirm the auditor can report on the company to listing standard — that the auditor is independent of the company under the rules of the chosen market and can audit every period the registration statement or prospectus needs, and any extra accountants’ work agreed
• Choose the banks to lead the offering — the lead underwriters or bookrunners chosen after the pitches, their roles, and the research and distribution each brings
• Appoint an FCA-approved sponsor (UK) — a firm on the FCA’s list of approved sponsors, appointed before the prospectus is submitted; it may be one of the banks
• Fill the gaps in the team and appoint the other advisers — the finance, technical accounting, tax, legal, company secretarial and investor relations roles a listed company needs, and the registrar or transfer agent, the financial printer and any other adviser
• Hold the all-parties kick-off and agree the working group list — everyone working on the listing, their roles and contact details, the timetable, the confidentiality rules for the project and the codename if one is used

The registration statement or prospectus needs audited financial statements for set periods, the latest interim period and a review of results. Settle the periods and the hard accounting questions first, then the audits.

• Confirm which periods must be audited, and in which framework — the fiscal years and the interim period the document will contain, the accounting framework, and the date by which each set of figures must be ready
• Settle the accounting judgements a regulator is likely to ask about — revenue recognition, share-based payments and the value of recent grants, segments, earnings per share, related parties, acquisitions and any restatement, each written up with the auditor’s view
• Define the key performance indicators and any non-GAAP measures — the operating measures the business will report, how each is calculated and controlled, and every non-GAAP or alternative performance measure with its reconciliation
• Have the historical financial statements audited — every period the document needs audited to the standard of the chosen market, with the audit reports signed and the auditor’s points closed
• Prepare the latest interim financial statements and have them reviewed — the interim period the document will include, prepared on the same basis as the audited years and reviewed by the auditor where the market or the banks require it
• Draft the review of results and financial condition — the discussion of results, liquidity, capital resources and trends for each period, written from the audited figures and checked against them
• Prepare the working capital forecast and the financial position and prospects procedures (UK) — the board’s working capital forecast and its basis, and the procedures the directors use to judge the company’s financial position and prospects, ready for the sponsor’s work

A listed company reports on fixed dates and stands behind its controls. Shorten the close, document and test the key controls, and set up disclosure controls before the first report falls due.

• Shorten the close and set the reporting calendar for a listed company — the close timetable, the dates for each periodic report and results announcement in the first year, and who prepares and reviews each
• Scope and document the key controls over financial reporting — the significant accounts and processes, the risks in each, the key controls and IT general controls that address them, and the framework used (for example COSO 2013)
• Run a close to the listed company timetable as a rehearsal — one quarter or half-year closed, reviewed and reported to the new deadlines, with what slipped and why
• Rate and fix the control deficiencies — each deficiency found in documenting and testing the controls, its rating, the fix, its owner and when it was retested
• Plan the SOX 302 certifications and the 404 reports from the first filings (US) — who signs the certifications in each 10-Q and 10-K and the sub-certifications behind them, the year of the first management report on internal control, and whether and when an auditor attestation applies
• Prepare for the Code’s declaration on material internal controls (UK) — the material controls the board will declare on, how the board monitors and reviews them, and the evidence it will rely on
• Set up disclosure controls and a disclosure committee — who decides what must be disclosed and when, how information reaches them, the committee’s members and how each decision is recorded

Build the board and committees the exchange and the code require, adopt the policies a listed company needs, and tidy the share capital so the cap table in the document is right.

• Recruit independent directors and set the make-up of the board — the independent directors needed, the search, each director’s independence assessed and recorded, and the dates they join
• Clean up the cap table and the classes of shares — the register reconciled to the cap table, preferred shares, warrants, convertible notes and options mapped to what happens to each at the listing, and every holder’s consent needed
• Form the audit, pay and nominations committees and adopt their terms — each committee’s members, chair and written charter or terms of reference, with the audit committee’s financial expertise recorded
• Put in place the equity incentive plans for after the listing — the plans for employees and executives, the share pool, the terms, shareholder approval and how awards will be granted after the listing
• Re-register the company as a public limited company (UK) — the special resolution, the share capital and net assets conditions, the application to Companies House and the new name ending in plc, before any offer of shares to the public
• Adopt the policies a listed company needs — the code of conduct, the insider dealing or insider trading policy, the disclosure policy, the related party policy and the compensation recovery policy where it applies
• Adopt the constitution for a listed company — the new articles, or charter and bylaws, approved by the shareholders and taking effect at the listing, with any change to voting rights or share classes agreed
• Agree the lock-up arrangements with existing shareholders — who is locked up, for how long, the exceptions, and the signed lock-up letters the banks ask for

Decide how the company will explain itself to investors, set up investor relations, and make sure nobody says anything about the offering that the rules on publicity do not allow.

• Write the equity story and test it against comparable listed companies — the investment case in a few points, the comparable listed companies, the measures investors will use to value the company, and the evidence for each claim
• Brief directors and staff on the publicity rules before the offering — what may and may not be said about the company and the offering, who may speak, how normal advertising and announcements continue, and who checks a communication before it goes out
• Set up investor relations and the investor calendar — the investor relations website, the contact for investors and analysts, the first year’s calendar of results and meetings, and who may speak to investors
• Plan any testing-the-waters meetings with institutional investors (US) — whether to test the waters, the investors to be met, what may be said and shown, and the record of each meeting

Open the data room for the banks’ due diligence, draft the registration statement or the prospectus, take it through the regulator’s review, and verify every statement in it.

• Open the due diligence data room for the banks and their counsel — the index, the documents behind every statement the document will make, access by party, and the questions log
• Collect directors’ and officers’ questionnaires and arrange their insurance — a completed questionnaire from every director and officer, the answers checked against the document, and directors’ and officers’ insurance for a listed company
• Draft the registration statement, submit it for nonpublic review and answer the SEC’s comments (US) — the Form S-1 drafted with counsel and the banks, submitted to the SEC staff as a draft registration statement, and each round of staff comments answered
• Draft the prospectus, submit it to the FCA and answer its comments (UK) — the prospectus drafted with counsel, the sponsor and the reporting accountants, submitted to the FCA for review, and each round of comments answered until it is ready for approval
• Verify the document and collect the comfort letters, opinions and consents — every statement in the document traced to its evidence, the auditor’s comfort letter, the legal opinions and the consents of the experts named
• Start the listing application with the exchange — the exchange’s application or eligibility process started, its questions answered, and the timetable for the final applications agreed with the exchange and, in the UK, the FCA

The person named on the first task records the board’s go or no-go to launch the offering. Nothing after it can be completed until it is done. A postponement or a no-go shows a task above it, and the decision stays open.

• Confirm every readiness item is closed or has an agreed plan — each gap from the first assessment closed or accepted, the audits, controls, board, policies, document and data room ready, and anything open listed for the board
• Set a new target listing date and finish the open work — after ‘Not yet: postpone to a new target listing date’ only: why the launch is postponed, the new date agreed, and what must be finished before the board decides again
• Record the decision not to go ahead and close the programme — after ‘No-go: do not go ahead with the listing’ only: the reasons, what the advisers have been told, which readiness work the company keeps (controls, governance, reporting), and the costs to settle
• Record the board’s go or no-go to launch the offering — the board’s decision on the readiness paper: whether the company launches the offering on this timetable, with any conditions
• Launch the offering: file publicly or publish the prospectus — the public filing or the published prospectus, the announcement, and the price range or offer terms agreed with the banks
• Start the insider lists and the PDMR dealing notifications (UK) — from the day the company requests admission to trading: the insider list drawn up and kept up to date, each person on it told of their duties in writing, and the persons discharging managerial responsibilities briefed on notifying their dealings
• Make sure directors, officers and 10% holders file their first Section 16 reports (US) — each insider’s first statement of holdings filed when the shares are registered, and every insider briefed on reporting later changes
• Hold the road show and record the pricing approval — the road show meetings, the book, and the approval of the price and the allocation by the board or its pricing committee
• Confirm the shares are admitted and trading has started — the exchange’s confirmation, the first day of trading, settlement of the offering and the announcements made

The first report, the first results call and the hand-over to the first annual control cycle. Review the programme while it is fresh.

• Work out the first periodic report’s deadline, file or publish it, and hold the results call — the deadline for the first quarterly, half-yearly or annual report after the listing worked out from the rule for the chosen market (this task is due 30 working days after the listing date; if the rule gives an earlier date, work to that), the report taken through the reporting calendar and the disclosure committee with the certifications or responsibility statements signed, then the results release and the investor call
• Hand the controls work over to the first annual cycle — the controls documentation, the open deficiencies and the testing plan handed to the owner of the first annual report on controls
• Review the IPO programme and close the checklist — what went well, what did not, the advisers’ performance, the lock-up end dates and the plan for them, and the actions for the first year