IPO data room checklist

Build the data room before the kick-off. A complete, well-indexed data room shortens due diligence and reduces repeated requests.

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Set-up and governance 0 / 5

Usually owned by: Project lead

Data room provider selected with audit trail, watermarking and Q&A module
Access logs and Q&A records support the due diligence defence.
Index structure agreed with issuer and underwriters' counsel
A shared index avoids duplicate requests.
Access groups defined (issuer, banks, counsel, auditors, analysts restricted)
Research separation and confidentiality rules require controlled access.
Upload owners named for each section
Clear ownership keeps the room current.
Version control and naming convention defined
Avoids reliance on outdated documents.

Usually owned by: Legal

Articles of association, commercial register extracts for all group companies
Basis of corporate due diligence.
Group structure chart with shareholdings
Needed for the prospectus and legal review.
Board and shareholder minutes and resolutions for the review period
Shows decisions, approvals and potential issues.
Shareholder agreements, option and share plans, cap table history
Determines share capital and rights at listing.
Powers of attorney and signatory rules
Confirms authority for key transactions.

Usually owned by: Finance

Audited financial statements and auditor reports for the review period
Core historical financial information.
Management letters and auditor findings
Shows control weaknesses and their remediation.
Monthly management accounts and KPI reports
Supports trend analysis and the operating review.
Budget, business plan and model with assumptions
Basis of the valuation and working capital statement.
Debt agreements, guarantees, covenants and compliance certificates
Needed for capitalisation, indebtedness and risk analysis.
Accounting policies and significant judgements memos
Supports the audit and prospectus accounting sections.

Usually owned by: Business units

Top customer contracts and revenue by customer
Assesses concentration and contract terms.
Top supplier contracts and dependencies
Identifies supply risks.
Market studies and the sources for every market figure in the prospectus
Market data must be sourced and verifiable.
Order book, backlog and pipeline reports
Supports growth claims in the equity story.
Pricing, discount and rebate policies
Affects revenue quality and margins.

Usually owned by: Legal

Material contracts, including change-of-control clauses flagged
IPO may trigger consent requirements.
Litigation, claims and regulatory proceedings list with assessment
Feeds risk factors and provisions.
Licences, permits and regulatory approvals
Confirms the right to operate.
Intellectual property register and ownership evidence
Confirms key assets belong to the group.
Data protection documentation and incident log
Data protection breaches are material risks.
Real estate: owned property and lease agreements
Supports asset and lease disclosures.

Usually owned by: Tax

Tax returns and assessments for open years
Basis of tax due diligence.
Tax audit reports and open disputes
Identifies exposures.
Transfer pricing documentation and intercompany agreements
Cross-border groups face transfer pricing scrutiny.
Tax structure memos for the IPO and pre-IPO reorganisation
Confirms transaction tax effects.

Usually owned by: HR

Management service agreements and board contracts
Disclosed and reviewed for change-of-control terms.
Remuneration and incentive plan documents
Affects dilution, accounting and disclosure.
Headcount, organisation charts and key-person list
Supports organisation and risk analysis.
Pension plans and actuarial reports
Pensions can be significant debt-like items.
Works council, collective agreements and labour disputes
Relevant for co-determination and restructuring.

Usually owned by: CIO, operations, sustainability

IT landscape, key systems and outsourcing contracts
Assesses operational resilience.
Cybersecurity policies, assessments and incident history
Standard investor and diligence topic.
Insurance policies and claims history
Confirms risk transfer.
Environmental permits, assessments and remediation obligations
Relevant for asset-heavy businesses.
Sustainability data and the evidence behind every ESG claim
ESG claims in offering documents must be supportable.