How to do an IPO: what it takes to list a company, step by step

This guide is for a founder or a roll-up operator who is asking what it would really take to go public. By the end you will know the steps in order, the exchange rules you have to clear, and who you hire. You will also know what the SEC does with your filing, what it costs, how long it takes, and the three alternatives people weigh against a traditional IPO. It explains; it does not recommend. Acquisitions.com is an M&A advisory firm, not a broker-dealer, an underwriter or a lender. An IPO needs all three kinds of licensed people.

Step 1: Check that you are ready

Three things decide whether an IPO is even on the table: audited financials, governance, and size.

Audited financials. Your registration statement must carry audited statements. A company with less than $1.235 billion of annual revenue qualifies as an "emerging growth company". It may present two audited years instead of three, according to the SEC's page on emerging growth companies. The audit must be done by a firm registered with the PCAOB. The numbers have to stand up to a second look by underwriters' counsel.

Governance. The exchanges require a board with a majority of independent directors, an audit committee of at least three independent directors, a compensation committee, and a code of conduct. Nasdaq lists these in its Initial Listing Guide (Rule 5600 series), with phase-ins for new IPOs. If your board today is you and two friends, this is a year of work on its own.

Size. Each exchange has several tests, and you need to pass one of them. The table shows the lowest rung at each exchange and one higher rung, from the exchanges' own documents.

Sources: Nasdaq's January 2026 Initial Listing Guide and the NYSE initial listings page. Both exchanges can refuse a company that meets every number if they think the listing would not serve investors. The numbers are the floor, not the decision.

Step 2: Pick the bankers, counsel and auditor

An IPO has a working group, and you choose it 12 to 18 months before the first trade.

• Underwriters. Investment banks that buy the shares from you and resell them to investors. The lead bank runs the process, the valuation discussion and the roadshow. Underwriting is broker-dealer work and needs that licence; an advisory firm cannot do it.
• Company counsel. Drafts the S-1, runs the SEC comment process, cleans up the cap table, contracts and option plans.
• Underwriters' counsel. Does the due diligence on behalf of the banks and negotiates the underwriting agreement.
• Auditor. Audits the years in the filing and gives the banks a "comfort letter" on the numbers.
• Others. A financial printer or filing agent, a transfer agent, an investor-relations firm, and often an independent IPO adviser who is not a bank.

PwC's study of the costs of going public found that executives at nearly 40% of companies that completed an IPO wished they had used a more formal readiness assessment first.

Step 3: Draft the S-1 and go through SEC review

The registration statement is filed on Form S-1. The SEC's small-business guide to the registration statement explains that it has two parts. The prospectus is the part every buyer must receive. It describes the business, risk factors, management, results and audited financials. Part II holds exhibits and extra information filed with the SEC but not handed to investors.

The SEC's Division of Corporation Finance reads the filing. Its filing review page is clear that the staff "does not evaluate the merits of any transaction"; it checks that the disclosure complies with the rules. The staff sends a comment letter. The company answers by letter and amends the filing. This repeats until the staff has no more comments and declares the registration effective. The letters become public on EDGAR no sooner than 20 business days after the review ends.

An emerging growth company can submit its draft confidentially for the first rounds, a process the SEC's EGC page links to. The public filing must be made at least 15 days before the roadshow starts. Filing agent DFIN puts the whole review stage at about 12 to 14 weeks across several rounds of comments.

While the SEC reads the S-1, you also apply to the exchange. Nasdaq says processing a listing application generally takes four to six weeks, with a staff comment letter in weeks two to three.

Step 4: Roadshow and pricing

Once the S-1 is public and the comments are nearly done, management and the bankers meet investors. DFIN puts the roadshow at 7 to 10 trading days. Investors tell the banks how many shares they want and at what price. That "book" sets the final price the night before trading. The company signs the underwriting agreement, the banks buy the shares at the IPO price minus their fee, and the stock opens the next morning.

The biggest cost lands here. PwC's analysis of IPO filings puts the underwriting fee at an average of 4% to 7% of gross proceeds, with larger deals at the lower end. On top sit legal, accounting, printing, SEC and FINRA fees and the exchange entry fee, all disclosed in the prospectus.

Step 5: Lock-ups

Before the IPO, insiders and the underwriters sign lock-up agreements. The SEC's investor education site says most lock-ups stop insiders selling for 180 days and that the terms must be disclosed in the prospectus. For a founder, the IPO is not the day you get liquidity. It is the day a six-month clock starts.

Step 6: Life as a public company

The registration becomes effective and the company is now a reporting company under the Exchange Act. The SEC's Exchange Act reporting page sets out the rhythm. There is an annual report on Form 10-K certified by the CEO and CFO, and quarterly reports on Form 10-Q. A current report on Form 8-K covers specified events, usually within four business days. Add proxy statements, insider filings, and Sarbanes-Oxley controls over financial reporting. An emerging growth company is excused from the auditor's attestation of internal controls under Section 404(b) for up to five years, according to the SEC's EGC page.

PwC's view is that the costs of being public can be higher than the costs of going public. They sit in accounting and reporting, legal, tax, internal audit, financial planning, investor relations and HR, plus systems and higher audit fees. The exchange charges an annual fee too. Nasdaq's 2026 all-inclusive fee runs from $56,000 to $199,000 a year depending on tier and shares outstanding.

What it costs and how long it takes

Legal, accounting and printing costs vary too much by company for an honest range. They are disclosed in every prospectus, so you can read what comparable companies paid.

The alternatives, in one place

Direct listing. You list existing shares without underwriters selling new ones. Nasdaq's guide shows the price. A direct listing on the Capital Market needs a $30 million public float valued by an independent third party (against $15 million in an IPO). It also needs an $8 valuation-based price (against $4). No roadshow, no lock-up by default, no fresh capital unless structured as a direct listing with a capital raise.

SPAC merger. A shell company that already raised money buys your business, and you become public through the merger. The economics, the redemptions and the 2024 SEC rules are in our sibling post, how to do a SPAC.

Regulation A+, Tier 2. The SEC's Regulation A guidance allows up to $75 million in a 12-month period (Tier 1 is $20 million). Tier 2 requires audited financials and ongoing annual, semi-annual and current reports, but not registration with state regulators. It is a smaller, cheaper version of going public. The shares can be listed on an exchange if the company separately meets the listing standards.

Staying private. Most roll-ups never list. Private equity, family offices and debt can take a group a long way, and the reporting burden stays off your desk. Our roll-up funding page covers how operators finance acquisitions without a public market. Our guide on how to buy a business is where the first deal usually starts.

Roll-ups have gone public this way before

The 1990s produced a wave of "roll-up IPOs", where the IPO and the first acquisitions closed on the same day. Comfort Systems USA is a well-documented one. Its annual report for 1997 filed with the SEC records an IPO of 6,100,000 shares at $13.00 completed on 27 June 1997, listed on the NYSE. Twelve founding HVAC companies in ten states were acquired at the same time. By the end of that year 27 more HVAC businesses had been bought. Total IPO proceeds including the over-allotment were about $79.9 million.

That history is why the question comes up for roll-up operators today. I built and sold Rollups.com and now spend my time on AI-powered roll-ups. The honest summary is this: the public route works for a group with audited, combined numbers and a management team the market can trust. It does not fix a group that is still a collection of separate businesses.