BA-201 · Lesson 3 of 11

Preparing the company for listing

We look at what needs to be put in order before listing: audited financial statements, corporate governance, the shareholder structure and the team of advisers.

14 min read Intermediate The Issuer's Guide: The Listing Process
Track contents How to List a Company on the Stock Exchange
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Assessing readiness

Preparation for listing usually starts long before any document is filed. The first step is an honest assessment of the company from the perspective of an outside investor who does not know the firm's history and has no access to informal information. Anything that cannot be documented will be seen as a risk.

  • Is there a multi-year, audited financial track record with revenues and results that can be explained?
  • Can the business model and strategy be presented clearly, with measurable objectives?
  • Are related-party relationships (shareholders, relatives, affiliated companies) identified and conducted on market terms?
  • Are ownership of key assets, licenses and major contracts legally in order?
  • Can management operate independently of a single founder?
  • Can internal systems (accounting, internal control, IT) produce accurate reports on time?

Financial reporting and audit

Financial statements are the foundation of every investment decision. Investors compare companies with one another, so they need information prepared under recognized rules, verified by an independent auditor and presented consistently from year to year.

Moving from national standards to IFRS can significantly change the reported figures: revenue recognition, asset valuation, leases or provisions may be treated differently. That is why the transition must be planned in advance, and the auditor must be involved before the first IFRS financial statements are finalized. An unqualified audit opinion tells investors that the financial statements give a true and fair view; a qualified opinion will raise questions and may complicate the process.

Corporate governance and shareholder structure

Minority investors need assurance that decisions are made in the interest of all shareholders. Corporate governance turns these expectations into concrete rules and structures.

  • A functioning board of directors (company council), with competent members and, ideally, members independent of the majority shareholder.
  • An audit committee that oversees financial reporting, internal control and the relationship with the auditor.
  • Written policies on related-party transactions, conflicts of interest, dividends and the handling of inside information.
  • Updated articles of association that reflect shareholders' rights and the operating rules of the governing bodies.
  • Separation of roles between strategic oversight and executive management.

The shareholder structure must also be clarified: holdings through unclear intermediaries, verbal agreements between partners or undocumented options can block the process. Sometimes it is necessary to change the legal form, consolidate the group under a single parent company or convert shareholder loans into equity.

The listing team

A listing is a project with many participants. The company remains responsible for the information presented, but relies on specialists for each component. Coordinating them is usually the job of the CFO or a dedicated project manager.

ParticipantMain role
Company managementOwns the decision, provides the information, is responsible for the content of the prospectus
Intermediary (investment firm)Structures the offering, prepares the documentation, approaches investors, organizes the subscription
Independent auditorAudits the financial statements included in the prospectus
Legal adviserLegal due diligence, restructuring, articles of association, checking documents for compliance
Financial or valuation adviserValuation analysis, financial model, investment case
Communications and investor relations specialistKey messages, presentation materials, public communication

Key takeaways

  • Preparation starts with assessing the company from the perspective of an outside investor.
  • Audited, comparable financial statements prepared under recognized standards are the foundation of the offering.
  • Corporate governance (board, audit committee, written policies) protects minority shareholders and builds trust.
  • The shareholder and group structure must be clarified before the offering.
  • The listing team includes the intermediary, the auditor, the lawyer and other advisers, but responsibility stays with the company.

Check your knowledge

Answer all the questions. If you answer all of them correctly, the lesson is marked as completed automatically.

Question 1 of 3What is the main role of the audit committee?

Explanation: The audit committee is a governance body that oversees the financial reporting process and the independence of the audit.

Question 2 of 3Why is an unqualified audit opinion important before listing?

Explanation: An unqualified opinion attests to the quality of the financial statements, but it does not guarantee price performance and does not replace other requirements.

Question 3 of 3Who is ultimately responsible for the accuracy of the information in the listing documentation?

Explanation: Advisers help with drafting and checking, but the company and its management remain responsible for the information presented.

Finished the lesson?Mark it as completed to track your progress.

Educational material only. It does not constitute investment, legal or tax advice. Numerical examples are hypothetical.