Orientation

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An initial public offering in the United States is the process of registering securities with the U.S. Securities and Exchange Commission, having them approved for quotation on a U.S. exchange, and selling them to public investors for the first time.

For a company outside the United States, three things make it harder than it first appears. The financial statements must be prepared and audited to U.S. standards, which usually means restating several prior years. The group structure must be arranged so that the entity being listed genuinely owns and controls the operating business. And the disclosure obligations that begin at listing do not end there — they continue every quarter, for as long as the company remains public.

None of this is a reason to avoid a U.S. listing. It is a reason to start the preparation earlier than most companies expect.

Illustrative Asian business meeting
The process

Typical phases and indicative timing

Timing below is indicative only. The real determinant is the state of the company's records and structure at the start, and market conditions at the end. Some companies move faster; many take longer.

01
Month 1–2

Assessment and decision

Objectives are tested, the business is reviewed against listing requirements, and the board decides whether to proceed. The output is a readiness roadmap and an indicative budget and timetable.

02
Month 2–10

Preparation and restructuring

The longest phase, and the one that determines everything after it. Financial statements are brought to the required standard and audited, the group is reorganised under the listing entity, governance is strengthened and the finance function is prepared for public company reporting.

03
Month 3–6

Appointing the professional team

Auditors, U.S. and local counsel, the underwriter or placement agent, the transfer agent and other service providers are selected, appointed and brought into a single working timetable.

04
Month 8–13

Drafting and diligence

The registration statement is drafted by counsel with substantial input from management, while legal, financial and commercial diligence runs in parallel. Issues surfaced here are resolved before filing wherever possible.

05
Month 12–17

Filing and regulatory review

The registration statement is filed with the SEC, which reviews it and issues comments. Responding takes several rounds. In parallel, the exchange reviews the listing application.

06
Month 16–19

Marketing and pricing

Once the review is substantially complete, the offering is marketed to investors by the underwriter. Management presents the equity story, demand is gathered, and the board approves the final size and price.

07
From listing onwards

Listing and life as a public company

Trading begins and the proceeds are received. Periodic and current reporting obligations start immediately, along with governance requirements, insider dealing controls and investor relations. For most companies this is the real beginning, not the end.

Timings shown are indicative planning assumptions, not commitments. Actual duration depends on the state of the company's records and structure, the pace of regulatory review, and market conditions.
Who is involved

The people around the table

A listing is a team exercise. Understanding who is responsible for what makes it much easier to follow — and much easier to govern.

The company and its board

Owns every decision, approves the disclosure, and carries the responsibility for what is filed. No adviser can take this on.

Independent auditor

Audits the financial statements to the standards a U.S. filing requires and issues the audit report included in the registration statement. Engaged directly by the company.

U.S. securities counsel

Drafts and reviews the registration statement, advises on securities law, and manages correspondence with the SEC. Engaged directly by the company.

Local counsel

Advises on company law, licensing and regulatory matters in each jurisdiction where the group operates or is incorporated.

Underwriter or placement agent

A licensed broker-dealer that markets and distributes the offering, and advises on pricing and structure. Engaged directly by the company.

Transfer agent and registrar

Maintains the share register and processes transfers once the company is public.

Corporate service providers

Handle incorporation, registered office and company secretarial work in the holding company's jurisdiction.

JMCG Advisory

Assesses readiness, advises on structure and sequence, helps select and coordinate the professional team, and manages the project timetable on the company's behalf.

Where to list

Comparing the U.S. markets

Companies of the size we typically advise usually consider the Nasdaq Capital Market, the Nasdaq Global Market or NYSE American. The right choice depends on size, shareholder base, liquidity expectations and the company's longer-term plans.

Figures are not published here until they have been verified. Listing standards are set by the exchanges and are amended from time to time. Rather than republish figures that may be out of date, we point you to the official rulebooks below and confirm the current position for your specific circumstances during a readiness assessment.

Nasdaq Capital Market

Nasdaq's entry tier, most commonly used by smaller growth companies.

Official listing rules

Nasdaq Global Market

A mid tier with higher quantitative standards than the Capital Market.

Official listing rules

NYSE American

NYSE's market for smaller and emerging growth companies.

Official listing rules

Listing standards are set by the exchanges and change from time to time. We publish figures on this page only once they have been checked against the official rulebook, and each record carries the date it was last reviewed and a link to the source. Always confirm current requirements with the exchange and your advisers before relying on them.

Questions founders ask

Frequently asked questions

How long does a U.S. listing take?

For a company that is already well prepared — audited to the required standard, cleanly structured, with a finance team that can support the process — twelve to eighteen months from decision to listing is a reasonable planning assumption. For a company starting from ordinary local statutory accounts and a typical owner-managed structure, two years is more realistic. The variable is almost always the preparation, not the filing.

What does it cost?

The cost is driven by the professional fees a listing requires: audit, U.S. and local legal counsel, underwriting, registrar and transfer agent, corporate services, and the internal cost of the additional finance resource the company will need. Underwriting is usually charged as a percentage of the amount raised, while the others are largely fixed regardless of the deal size — which is why a listing that is too small rarely makes commercial sense. We build an indicative budget for your specific circumstances during the readiness assessment.

How big does the company need to be?

There is no single answer. Each market sets quantitative listing standards covering matters such as shareholders' equity, market value, share price and the number of public shareholders, and those are updated by the exchanges from time to time. Separately from the formal minimums, there is a practical question of whether the company is large enough for the offering to cover its fixed costs and attract investor interest and research coverage. We assess both in the readiness assessment.

Can a Malaysian company list in the United States directly?

In most cases the group is reorganised under a holding company incorporated in a jurisdiction that suits a U.S. listing, with the Malaysian operating companies held beneath it. The choice of jurisdiction depends on tax, regulatory, and investor considerations, and is made with the company's legal and tax advisers. The operating business, its people and its licences generally stay exactly where they are.

What does a U.S. audit involve that a local audit does not?

The audit must be performed by a firm registered with, and inspected by, the U.S. Public Company Accounting Oversight Board, applying its standards. In practice this means more extensive documentation of evidence and judgements, closer attention to revenue recognition and related-party transactions, and a comparative period requirement that usually means restating prior years. Companies are commonly surprised by how much supporting documentation is required for transactions recorded years earlier.

Will the founder lose control of the business?

Not necessarily. Listing dilutes economic ownership by the size of the offering, and it introduces obligations to minority shareholders, a board with independent directors, and public disclosure. Whether voting control is retained depends on the size of the offering and the share structure adopted. These are decisions taken deliberately at the structuring stage, and their consequences are worth understanding before the structure is fixed rather than after.

What changes on the day after listing?

Reporting obligations begin immediately — periodic reports on a fixed calendar and prompt reporting of material events. Governance requirements apply, including board independence and audit committee composition. Trading in the company's shares by insiders becomes regulated. Management takes on an investor relations responsibility that did not exist before. Most first-time issuers underestimate the sustained workload this represents for the finance team.

What is the most common reason a listing fails or is delayed?

In our experience, financial reporting that is not ready. Restating several years of accounts to the required standard, locating supporting documentation for historical transactions and resolving accounting judgements takes far longer than most companies plan for. The second most common reason is a group structure or related-party position that has to be unwound mid-process, after it has already been described in documents filed with regulators.

Does JMCG Advisory underwrite or sell shares?

No. JMCG Advisory Ltd is not a broker-dealer, underwriter, placement agent or licensed investment adviser. We advise the company, help it prepare, and coordinate the professional team. Marketing, distribution and underwriting of an offering are carried out by licensed parties engaged directly by the company.

What is the first step?

An initial conversation, at no cost, about the business, what the owners want to achieve and the rough shape of the company's finances. That is usually enough to tell whether a readiness assessment is worth commissioning, and if a U.S. listing is not the right route we will say so at that stage.

Have a question this guide does not answer?

Send it to us. If it is a good question, it probably belongs in the guide, and we will answer it either way.