How to File for an IPO: Step by Step Checklist for the US, UK and India

Last updated: 3 November 2026. This guide draws on SEC, FINRA, Nasdaq and NYSE materials, the FCA Handbook, London Stock Exchange rulebooks, the SEBI (ICDR) Regulations 2018 as amended to 21 March 2026, and guidance from Latham & Watkins, Skadden, Simpson Thacher and Trilegal. Timings and costs vary by deal. USD equivalents use about ₹94 to the dollar, the rate implied by a recent deal announcement.

Short answer: To file for an IPO, appoint banks and lawyers, prepare audited accounts, draft the offer document and submit it to the regulator: the SEC in the US, the FCA in the UK and SEBI in India. After answering regulatory comments, you apply to the exchange, market the shares, set the price and list.

Key takeaways

• US: most issuers submit a Form S-1 draft confidentially, then file publicly at least 15 days before the roadshow. Nasdaq’s IPO float minimum is now $15 million, and its Capital Market has moved to a flat $4 a share.
• UK: a Main Market commercial company needs a sponsor, a market value of at least £30 million, 10% in public hands and an FCA-approved prospectus. New prospectus rules began on 19 January 2026.
• India: a DRHP goes to SEBI and the exchanges, publicly or through confidential pre-filing. New minimum public offer slabs since March 2026 let very large issuers float a much smaller share, and listing follows within three working days of closing.
• Everywhere, accounts, governance and clean corporate records decide the timetable far more than the regulator does.

What does filing for an IPO involve?

Filing is one step in a longer project. For the basics, read our guide to what an IPO is and what the lawyers do, which covers underwriting, adviser roles and US liability. This article is the practical sequel: what to do, in what order, in three countries. To see who advises on recent listings, DealDatabase records the firms and lawyers on announced deals, and our analysis of 3,034 deal announcements tracks the rise in capital markets work.

How do the US, UK and India compare?

What should you do before filing anywhere?

Get audited accounts into the required form, clean up the cap table, past share issues, contracts and IP ownership, and build a board with independent directors, an audit committee and working internal controls. Our guide to what a corporate governance lawyer does explains that work. Agree a publicity policy before anyone talks to the press.

How do you file for an IPO in the US?

1. Confirm your form and status. US companies use Form S-1; foreign private issuers use Form F-1. Revenue under $1.235 billion in the last fiscal year usually makes you an emerging growth company (EGC), with two years of audited accounts instead of three and no auditor attestation on internal controls.
2. Appoint the team. Underwriters, company counsel, underwriters’ counsel and PCAOB-registered auditors agree structure, exchange and timetable at an organisational meeting.
3. Get EDGAR access early. Under EDGAR Next, mandatory since 15 September 2025, new filers apply through an amended Form ID. Each person needs a Login.gov credential, and a company needs at least two account administrators.
4. Lock down publicity. Section 5 of the Securities Act of 1933 restricts offers before filing (gun-jumping). Rule 163A protects communications made more than 30 days before filing that do not mention the offering. Rule 134 allows short factual notices after filing. Rule 163B lets any issuer test the waters with qualified institutional buyers and institutional accredited investors, before or after filing.
5. Draft the S-1 and run due diligence.
6. Submit a draft for non-public review. The SEC’s expanded accommodations of 3 March 2025 let you omit underwriter names from the first submission. Your cover letter must commit to public filing at least 15 days before any roadshow.
7. File with FINRA. Rule 5110 requires this within three business days of an SEC submission, including a confidential one.
8. Clear SEC comments. Answer each comment letter and resubmit, usually over several rounds.
9. Apply to the exchange. See the minimums below. NYSE starts with a confidential eligibility review.
10. File publicly and market the deal. Add the price range, file Form 8-A to register the shares under the Exchange Act, then run the roadshow.
11. Go effective and price. After the SEC declares the registration statement effective, sign the underwriting agreement. The Rule 424(b) final prospectus is due by the second business day after pricing or first use, if earlier.
12. Trade and close. Holders are generally locked up for 180 days, and dealers deliver a prospectus for 25 calendar days under Rule 174(d).
13. Start public reporting. Forms 10-K, 10-Q and 8-K begin. The first 10-Q is due 45 days after effectiveness or on its normal date, if later. The CEO and CFO certify periodic reports under the Sarbanes-Oxley Act, and management’s internal control report first appears in the second annual report. Under Rule 10A-3, all but one audit committee member may be non-independent for 90 days, and a minority for a year.

Exchange minimums. For IPOs, the Nasdaq Initial Listing Guide (January 2026) requires at least $15 million of unrestricted publicly held shares on the Capital Market, with 1 million such shares and 300 round lot holders. The Global Market requires $15 million to $20 million by standard, 1.1 million shares and 400 holders. On both tiers the dollar float must come solely from offering proceeds. A rule filed on 30 September 2026, meant to operate about 30 days later, removes the Capital Market’s $2 and $3 price alternatives, leaving $4. China, Hong Kong and Macau-based issuers must raise at least $25 million, under a rule approved on 14 May 2026. The NYSE summary asks for 400 round lot holders, 1.1 million public shares, $40 million of public float and a $4 price, plus an earnings test or $200 million of global market capitalisation with $60 million of equity. NYSE American moved to $4 and a $15 million IPO float in March 2026.

Research. FINRA Rule 2241 sets a 10-day minimum quiet period after an IPO, with an exception for EGCs. Latham says syndicates still typically impose 25 days.

How do you file for an IPO in the UK?

1. Choose your market. The Main Market means FCA vetting and the equity shares (commercial companies) category, or ESCC. AIM is covered below.
2. Check eligibility. Expected market value must be at least £30 million (UKLR 3.2.7R). Under UKLR 5.5, 10% of the class must be in public hands at admission, excluding directors, 5% holders and shares locked up for more than 180 days. The old three-year revenue record has gone.
3. Appoint a sponsor. One is mandatory for an ESCC IPO. Add bookrunners, lawyers and reporting accountants.
4. Set the share structure. Dual-class shares have no voting ratio cap but must be in place before the IPO. Pre-IPO investors that are not natural persons face a 10-year limit.
5. Draft the prospectus. The Public Offers and Admissions to Trading Regulations 2024 and the PRM sourcebook replaced the old regime on 19 January 2026. Protected forward-looking statements now carry a recklessness standard of liability.
6. Submit the eligibility letter. The sponsor files it with a checklist, usually alongside the first draft, through the FCA’s Electronic Submission System.
7. Clear FCA review. The FCA’s turnaround for new equity applicants is 10 clear working days on a first draft and five on later ones. Since 21 September 2026, first equity submissions need an inside information declaration.
8. Announce your intention to float. This is market practice, not a rule. Under PS26/16, the seven-day wait before connected research and the duty to brief unconnected analysts ended on 5 August 2026.
9. Publish and market. Simpson Thacher describes a five to 10-day roadshow on an approved price-range prospectus or a draft pathfinder. With a retail offer, the prospectus must be available at least three working days before the offer closes, down from six.
10. Watch UK MAR. The Article 17 disclosure duty applies once an issuer has requested admission to trading.
11. Apply for admission. FCA listing documents, including a first-time board confirmation on systems and controls, are due by midday two business days before consideration (UKLR 20.2). The Shareholder Statement is due by 9am that day. Admission to trading is a separate LSE application under its Admission and Disclosure Standards, through its Self Service Portal.
12. Price and close. Closing and admission typically follow on T+3, according to Simpson Thacher.
13. Comply after listing. UK MAR, the Disclosure Guidance and Transparency Rules and the UK Corporate Governance Code now apply. Shares newly listed on a UK regulated market on or after 27 November 2025 get a three-year holiday from 0.5% stamp duty reserve tax.

Main Market or AIM? The August 2026 AIM Rules set no minimum market value or free float for standard applicants, and a nominated adviser, not the FCA, vets the admission document. A draft Schedule One announcement goes to the LSE at least 10 business days before admission, and the application at least three business days before. Companies without two years of independent revenue must lock in related parties and applicable employees for 12 months. Since 5 August 2026, disclosure of capital resources and needs has replaced the working capital statement, and special voting shares are allowed on admission. Foreign groups can also list in London as a secondary market, as The Generation Essentials Group did.

How do you file for an IPO in India?

The Companies Act 2013 and the SEBI ICDR Regulations set the process.

1. Get the company ready. Only a public company can offer shares to the public, so a private company must convert. Under Regulation 5, promoters and directors cannot be debarred, wilful defaulters or fugitive economic offenders, and most convertibles must be cleared before filing.
2. Test eligibility under Regulation 6. Regulation 6(1) requires net tangible assets of ₹3 crore (about US$320,000) in each of the last three full years, average operating profit of ₹15 crore (about US$1.6 million) with a profit each year, and net worth of ₹1 crore each year. Otherwise, Regulation 6(2) allows a book-built issue with at least 75% of the net offer going to qualified institutional buyers (QIBs).
3. Appoint BRLMs. They must be SEBI-registered merchant bankers, at least one not an associate of the issuer (Regulation 23).
4. Size the offer. Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, amended on 13 March 2026, sets the minimum by post-issue market cap: 25% up to ₹1,600 crore; ₹400 crore up to ₹4,000 crore; 10% up to ₹50,000 crore; ₹1,000 crore and 8% up to ₹1 lakh crore; ₹6,250 crore and 2.75% up to ₹5 lakh crore; above that, ₹15,000 crore (about US$1.6 billion) and 1%, with at least 2.5% of post-issue capital.
5. Choose your route. Under confidential pre-filing, the draft stays private during SEBI’s first review and testing the waters is limited to QIBs. An updated draft (UDRHP-I) then goes public for at least 21 days, followed by UDRHP-II and the RHP. Observations last 18 months if UDRHP-I is filed within 16 months.
6. Draft the DRHP. Since March 2026, a draft abridged prospectus is filed with it.
7. File with SEBI and the exchanges. Regulation 25 covers the SEBI filing, and Regulation 7 requires an application for in-principle approval. On the standard route, the draft is open for public comment for at least 21 days (Regulation 26).
8. Answer SEBI. It may issue observations within 30 days of the relevant trigger dates (Regulation 25(4)). On the standard route, the issue must open within 12 months of them (Regulation 44).
9. Secure in-principle approval. NSE’s main board page asks for post-issue paid-up capital of ₹10 crore, market cap of ₹25 crore and a three-year track record.
10. File the RHP with the RoC at least three days before the issue opens (Companies Act, section 32).
11. Set the price band. The cap must be 105% to 120% of the floor. If it is not in the RHP, announce it at least two working days before opening (Regulation 29).
12. Allot to anchor investors. Anchors are QIBs bidding at least ₹10 crore, allotted the day before opening, and half their shares are locked in for 90 days and half for 30. Since 30 November 2025, 40% of the anchor book has been reserved: 33% for mutual funds and 7% for life insurers and pension funds.
13. Open the issue for three to 10 working days (Regulation 46). Under Regulation 6(1), at least 35% goes to retail individuals, at least 15% to non-institutional investors and no more than 50% to QIBs. Investors apply through ASBA, which blocks funds until allotment, and individuals applying for up to ₹5 lakh must use UPI.
14. Allot and list. Since 1 December 2023, shares must list within three working days of closing (T+3).
15. Apply the lock-ins. Promoters must hold at least 20% of post-issue capital unless there is no identifiable promoter (Regulation 14). That stake is locked in for 18 months, or three years if most proceeds fund capital expenditure. Any excess is locked in for six months or one year, and other pre-issue holders for six months, subject to exemptions.

For scale, Latham reports that the INR 301,876 million Jio Platforms IPO is India’s largest ever, ahead of Hyundai Motor India and the National Stock Exchange of India.

SME platforms. Smaller companies use NSE Emerge or BSE SME. NSE’s page caps post-issue paid-up capital at ₹25 crore and requires EBITDA of ₹1 crore in two of the last three years, with an offer for sale of no more than 20% of the issue. A SEBI consultation paper of 14 October 2026 proposes a ₹3 crore average profit test and market cap bands. It is only a proposal.

How long does an IPO take and what does it cost?

• US: the Latham US IPO Guide (June 2026) puts closing about 120 to 180 days after you say go. PwC puts underwriting fees at 4% to 7% of gross proceeds. The SEC fee has been $87.00 per $1 million since 1 October 2026.
• UK: Simpson Thacher says an ESCC listing typically needs at least four to six months, and gave an FCA eligibility fee of £16,720 at 31 March 2026.
• India: we found no primary or major firm figure for total time or cost. The fixed clocks are 21 days of comment, SEBI’s 30-day window, three days for the RHP, three to 10 working days for the issue and T+3.

All of these vary by deal and market conditions.

What could change next?

In May 2026 the SEC proposed a filer status overhaul that would lift the large accelerated filer threshold from $700 million to $2 billion and create a five-year on-ramp after an IPO, along with easier Form S-3 access and optional semi-annual reporting. We found no final rules at the time of writing.

Frequently asked questions

Can a company file for an IPO confidentially?

Yes. The SEC lets any issuer submit a draft for non-public review, provided it files publicly at least 15 days before the roadshow. SEBI offers optional confidential pre-filing for main board issues. In the UK, the FCA reviews drafts before a prospectus is published.

What is the minimum size for an IPO on Nasdaq?

There is no single figure. On the Capital Market, the float must be at least $15 million of unrestricted publicly held shares, solely from offering proceeds. The Global Market needs $15 million to $20 million, depending on the standard. China-based issuers must raise at least $25 million.

What is a DRHP?

A draft red herring prospectus is the first offer document an Indian issuer files with SEBI and the exchanges. It sets out the business, risks, financial statements and offer terms. After SEBI’s observations it becomes the red herring prospectus, filed with the RoC before the issue opens.

Do you need a sponsor for a London IPO?

Yes, for the Main Market’s commercial companies category. The sponsor submits eligibility materials to the FCA and signs the Shareholder Statement. After listing, a sponsor is needed only for limited events, such as share issues requiring a prospectus. AIM companies need a nominated adviser at all times instead.

How long are lock-ups after an IPO?

In the US, 180 days is the usual contractual period, according to Latham. UK lock-ups are also contractual, but shares locked up for more than 180 days do not count towards free float. In India, lock-ins are mandatory: 18 months for the promoters’ minimum holding in most cases and six months for other pre-issue capital.

What is the quiet period in an IPO?

The term covers two things. Before and during a US offer, gun-jumping rules limit what the company can say. After the IPO, FINRA Rule 2241 sets a 10-day research minimum, EGCs are exempt, and syndicates typically still observe 25 days.

This article is general information about IPO procedure in the US, UK and India as of 3 November 2026. It is not legal, financial or investment advice. Rules change often, so check current sources and take advice from qualified counsel in each jurisdiction.