An IPO readiness checklist is the list of workstreams a company completes before an initial public offering (IPO): venue and advisers, financial reporting, governance, legal, tax and structure, and investor relations. Each item is something a Nomad, sponsor, reporting accountant or lawyer will test.
Most checklists stop there. They cover governance, controls and legal housekeeping well, but say little about the intangible assets the valuation rests on, most of which never appear on the balance sheet. This article adds the two missing workstreams: intangibles and valuation.
The rules described here are UK rules: the London Stock Exchange's AIM and Main Market, UK-adopted IFRS and FRS 102, and registrations at the UKIPO.
Whichever venue you choose, the conventional workstreams are the same. What changes is who reviews them and how high the bar sits.
| Workstream | What it covers | Who reviews it |
|---|---|---|
| Venue and advisers | AIM or the Main Market; appointing a Nomad (AIM) or sponsor (Main Market), broker, lawyers and reporting accountant | The board, with the lead adviser |
| Financial reporting | Normally three years of audited historical financial information; the accounting framework; controls and forecasting | Reporting accountant; auditor |
| Governance | Board composition, committees, a recognised governance code | Nomad or sponsor; lawyers |
| Legal | Corporate housekeeping, material contracts, verification of the admission document or prospectus | Lawyers |
| Tax and structure | Group structure, share classes, share schemes | Tax advisers; lawyers |
| Investor relations | The equity story, analyst presentation and roadshow | Broker; Nomad or sponsor |
The two venues set different thresholds. For the wider route to market, including alternatives to a traditional float such as a direct listing, see our guide to how startups go public.
The accounting framework depends on the venue. The Main Market requires UK-adopted IFRS. Since 5 August 2026, AIM allows UK-incorporated companies to report under IFRS or FRS 102. For the differences between the two, see FRS 102 vs IFRS.
Investors price the equity story, not the balance sheet. For a venture-backed scale-up, most of the value sits in intangible assets: the product and its code, proprietary data, the brand, customer relationships, the team and the know-how that ties them together.
Few of those assets appear in the accounts. Intangibles acquired in a business combination are recognised separately from goodwill (under IFRS 3, or Section 19 of FRS 102), and internally generated ones only where the IAS 38 or FRS 102 criteria are met. The rest is invisible to a reader of the financial statements unless the company makes it visible.
That is why reviewers probe it. Due diligence has to confirm that the company owns what the admission document or prospectus says it owns, and investors need to see how those assets produce the revenue, margins and retention in the forecast. A gap in either becomes a diligence finding, and late findings cost time and negotiating position.
The conventional checklist shows the company is fit to list. The intangibles workstream shows what the company is worth, and that it owns the assets that make it worth that. Start it alongside the governance work, not after the advisers arrive.
Each item lists what reviewers typically ask and the evidence to have ready.
What reviewers ask: what are the company's material intangible assets, who is responsible for each, what legal form does each take (a registered right, a contract, confidential information), and where is the evidence?
Evidence to have ready: a single register listing each asset with its owner, legal form and supporting documents, kept current rather than assembled for the data room. A Value Drivers Register is one form of this record.
What reviewers ask: does the company, rather than a founder, an employee or a contractor, own the IP it relies on? Are registrations in the right name, and what is licensed in or out?
Evidence to have ready: IP assignment clauses in every employment and contractor agreement; founder assignments for work done before incorporation; UKIPO registrations (trade marks, patents, designs) in the company's name; a schedule of licences; and an open-source inventory.
What reviewers ask: how is development expenditure treated, and would the treatment survive a change of framework? Under FRS 102, capitalising development costs that meet the criteria is a policy choice. Under IAS 38 it is required once the criteria are met. See development costs under IAS 38 and the full IAS 38 vs FRS 102 Section 18 comparison.
Evidence to have ready: dated project records showing when each development project met the capitalisation criteria, with time and cost tracked per project.
If a Main Market listing, or a later move from AIM to the Main Market, is possible, a move to IFRS is retrospective under IFRS 1, and estimates cannot use hindsight. Whether the development criteria were met in a given year has to be supported by evidence from that year. Start a contemporaneous record now.
What reviewers ask: how were acquisitions accounted for, what intangibles were identified in each purchase price allocation (PPA), and how is goodwill treated? Goodwill is amortised under FRS 102. Under IFRS it is not amortised but is tested for impairment annually under IAS 36.
Evidence to have ready: sale and purchase agreements, PPA reports or workings, the valuation of acquired intangibles, and a note on how each acquired asset has performed since.
What reviewers ask: what happens to the business if a key person leaves, a large customer goes, or a contract changes hands? Reviewers look at key person risk, the assembled workforce, concentration in customer relationships, and change-of-control clauses.
Evidence to have ready: succession plans and retention arrangements for key people; revenue by customer; and a contract review of clauses a listing, or a later takeover, could trigger.
What reviewers ask: which trade secrets and proprietary data does the business depend on, how are they protected, and does the company have the right to use the data it holds?
Evidence to have ready: confidentiality agreements, access controls for critical know-how, documented data sources and licences, and UK GDPR records such as lawful basis and processor agreements.
The intangibles checklist establishes what the company owns. The valuation checklist connects it to a price.
Value the company three ways: a discounted cash flow (DCF), trading comparables (the guideline public company method) and precedent transaction analysis. Show the results as a football field, so the board sees a defensible range, not one number, and the assumptions behind it, before the broker proposes a price.
A value bridge links each driver in the forecast (growth, margin, retention) to the asset that produces it. Revenue growth might rest on the product and the brand; net retention on customer relationships; margin on proprietary technology. When an analyst asks why the forecast is credible, the bridge is the answer.
The equity story follows the same order: outcomes first, then the intangible assets that produce them, then why those assets are defensible. Our public listing playbook sets out this structure with examples from IG Group and PensionBee.
The reporting accountant typically reports on the company's financial position and prospects procedures (FPPP): whether the board gets the information it needs to make proper judgements about the business. For an ESCC listing the sponsor must be satisfied on FPPP, and AIM Nomads commonly ask for comparable comfort. Board reporting that also covers the intangible assets, their valuations and the value bridge shows how the board monitors the assets the equity story rests on. The company prepares; the reporting accountant reports.
An illustrative UK software scale-up plans an AIM admission under FRS 102, keeping a later move to the Main Market open. It starts dated records of when each development project met the criteria, so a later IFRS conversion has evidence from the time. It also finds a contractor-built module with no IP assignment and fixes it 18 months out, not during due diligence.
Typical preparation runs 12 to 18 months for AIM and 18 to 24 months for the Main Market. The timeline below assumes the longer path; for AIM, compress the first two stages.
| Months before admission | Intangibles | Valuation and advisers |
|---|---|---|
| 24 to 18 | Build the register; review title and chain of ownership; decide the accounting framework; start contemporaneous development records | Agree the equity story in outline |
| 18 to 12 | Close title gaps; review dependencies and change-of-control clauses | Build the valuation range; select the Nomad or sponsor, broker and reporting accountant |
| 12 to 6 | Answer due diligence requests from the register | Long-form report and working capital report; FPPP work |
| 6 to 0 | Verify intangibles disclosures in the admission document or prospectus | Final valuation range; analyst presentation; roadshow |
Copy this table into your own project plan. Owners are typical; your advisers will confirm who leads each item.
| Workstream | Item | Evidence | Owner |
|---|---|---|---|
| Venue and advisers | Choose AIM or the Main Market | Board paper on venue and framework | Board |
| Venue and advisers | Appoint advisers | Engagement letters | CEO; CFO |
| Financial reporting | Historical financial information | Normally three years of audited accounts | CFO; auditor |
| Financial reporting | Accounting framework | IFRS (Main Market); IFRS or FRS 102 (AIM) | CFO |
| Governance | Board and code | Committees; QCA Code or UK Corporate Governance Code | Chair |
| Legal | Corporate housekeeping | Statutory books, material contracts | Lawyers |
| Tax and structure | Group and share structure | Structure chart, share schemes | Tax advisers |
| Intangibles | Register of intangible assets | Owner, legal form and evidence per asset | CFO |
| Intangibles | Title and ownership | IP assignments, UKIPO registrations, licences | Lawyers; CTO |
| Intangibles | Development spend | Dated criteria records; cost per project | CFO; CTO |
| Intangibles | Past acquisitions | SPAs, PPA reports, goodwill treatment | CFO |
| Intangibles | Dependencies | Succession plans, customer concentration, change-of-control review | CEO; lawyers |
| Intangibles | Data and know-how | Confidentiality agreements, UK GDPR records | CTO |
| Valuation | Valuation range | Football field: DCF, comparables, precedent transactions | CFO; broker |
| Valuation | Value bridge and equity story | Each forecast driver linked to its asset | CEO; CFO |
| Investor relations | Board reporting and roadshow | Board pack, analyst presentation | CFO; broker |
In Opagio Intangibles, the Value Drivers Register records each intangible asset with its owner and evidence, and evidence levels such as "title-confirmed" and "DD-ready" show which assets still have gaps.
The company valuation workspace builds DCF, trading comparables and precedent-transaction views into one football-field range (you enter the comparables; there is no market-data feed). Co-branded reports bring the register and the asset valuations from the Asset Valuator to the board, so the directors see the intangibles workstream as part of their regular reporting. For the wider exit picture, including a trade sale, see Opagio for exit readiness and our guide to selling your business.
Opagio supports the company's preparation. Your Nomad or sponsor and the reporting accountant make the formal judgements, and Opagio does not perform reporting-accountant work, IFRS conversion or impairment testing.
If you are 12 to 24 months from a listing, the register and the valuation range are the two pieces to start first. Book a demo of Opagio Intangibles.
Typically 12 to 18 months for AIM and 18 to 24 months for the Main Market. The intangibles workstream, especially title and development records, benefits from starting at the beginning of that window.
No. Since 5 August 2026, UK-incorporated companies on AIM may report under IFRS or FRS 102. The Main Market requires UK-adopted IFRS.
Typically the historical financial information, a private long-form report to the sponsor or Nomad, a working capital report supporting the working capital statement, and work on the company's financial position and prospects procedures.
Ivan Gowan is Co-Founder and CEO of Opagio. He spent 15 years at IG Group (LSE: IGG) as part of the senior leadership team and invested in PensionBee's first funding round, working closely with the founders through to their LSE listing. Learn more about our team.
The long-form report is the reporting accountant's private report to the directors and the sponsor or Nomad. What it covers, what it asks about intangible assets, the findings it commonly raises and how to prepare.
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