IPO readiness checklist

Use this list 12 to 24 months before a planned listing. Every open item is a question banks, auditors or investors will ask.

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Strategy and equity story 0 / 6

Usually owned by: CEO, CFO, strategy

Board has documented the reasons for an IPO and the alternatives considered
Investors will ask why the company is listing and why now.
Medium-term business plan approved by the board
The plan feeds valuation, the working capital statement and the equity story.
Four to six investment highlights drafted, each with measurable proof points
Highlights that cannot be supported by data will not survive due diligence.
Use of proceeds defined with priorities and expected returns
Vague use of proceeds weakens demand for primary shares.
Peer group of listed companies identified
Peers anchor the valuation and the venue decision.
Owners aligned on offer size, secondary sales, retained stake and lock-up willingness
Misalignment between shareholders is a common late-stage deal breaker.

Usually owned by: CFO, auditors

Audited consolidated financial statements available for the periods the prospectus will need
Missing audited periods block the prospectus.
Accounting framework required by the venue confirmed (for example IFRS) and conversion plan in place
Conversion and audit of comparative periods take at least one audit cycle.
No unresolved audit qualifications or significant open auditor findings
Auditor issues surface in due diligence and the comfort letter process.
Need for pro forma financial information assessed
Material acquisitions or disposals usually require pro forma figures.
Key accounting judgements documented (revenue recognition, leases, provisions, impairment)
These are the areas auditors and investors challenge most.
Quality-of-earnings view prepared: one-off items, adjustments and normalised EBITDA
Adjusted figures in the story must reconcile to audited numbers.

Usually owned by: CFO, financial controller

Monthly close completed within a fixed, short number of working days
Listed-company deadlines leave no room for slow closes.
Quarterly reporting pack with statements, segments, KPIs and commentary
Proves the company can report like a listed issuer.
Segment reporting aligned with how management steers the business
Segment information is required and scrutinised.
KPI definitions documented and reproducible from systems
KPIs in the prospectus must be reported consistently after listing.
Mock listed-company quarter-end run at target speed
Reveals bottlenecks before they matter.
Cash flow forecast and working capital model with covenant headroom
Needed for the working capital statement.

Usually owned by: CFO, internal audit

Key controls over financial reporting documented and tested
Weak controls raise misstatement risk and investor concern.
Authority matrix and segregation of duties in place
Basic governance expectation for any listed company.
Risk register maintained and reviewed by the board
Feeds the prospectus risk factors and annual reporting.
Internal audit function established or planned
Expected by audit committees and investors.
Compliance management system covering anti-bribery, sanctions and data protection
Compliance failures are material risks for listed companies.

Usually owned by: Chair, general counsel

Board composition reviewed against governance code and investor expectations
Independence and expertise are scrutinised by investors and proxy advisers.
Independent board members identified or appointed
Recruiting takes months.
Audit committee with financial expertise established
Required or expected on most venues.
Remuneration policy and long-term incentive design drafted
Executive pay is disclosed and voted on.
Governance code gap analysis completed (comply or explain)
Results are disclosed in the prospectus and annual report.
Insider, disclosure and related-party policies drafted
Must be operational from the first trading day.

Usually owned by: General counsel, tax

Issuer legal form suitable for listing, or conversion planned
Conversion has statutory steps and lead time.
Group structure simplified and documented
A complex structure is harder to explain and diligence.
Shareholder agreements reviewed; rights terminating at listing identified
Private-company rights do not fit a listed company.
Material contracts checked for change-of-control and IPO-related clauses
Clauses triggered by the IPO can affect financing and key customers.
IP, licences and key assets owned within the issuer group
Assets outside the group undermine the story and the valuation.
Related-party transactions on arm's length terms and documented
Disclosed in the prospectus and reviewed by investors.
Tax risks reviewed and transfer pricing documented
Tax exposures appear in due diligence and risk factors.

Usually owned by: CEO, HR

CFO and finance team capacity sufficient for the project and listed-company reporting
Finance is on the critical path.
Investor relations lead identified and budgeted
IR must be ready before the intention to float.
Legal and compliance capacity for disclosure and insider management
These duties start on day one of trading.
Key-person risks addressed with succession and retention plans
Investors price management continuity.
Existing employee share or phantom plans reviewed for IPO effects
Vesting at IPO can create cash, dilution and accounting effects.

Usually owned by: CFO, CIO

Consolidation and reporting systems support fast closes
Manual consolidation limits reporting speed and reliability.
Data quality for story KPIs verified
KPI errors damage credibility after listing.
Process to control access to price-sensitive information defined
Supports insider lists and confidentiality.
Information security and cybersecurity reviewed
Cyber risk is a standard investor and due diligence topic.