IPO Document Checklist BSE

1. Statute wise checklist

Who prepares /
Document Statute / Regulation Stage submits Format / Notes
Certificate of Companies Act Pre-filing / Company Certified copy;
Incorporation, 2013 / ROC rules DRHP (Secretarial) include
MOA & AOA amendments
(latest certified and certified
copies) consolidated
MOA/AOA
Board Companies Act / Pre-filing Board Original signed
resolution Corporate board minutes
approving IPO Governance + certified
process and extract
authorizing
filing of DRHP
/ appointing
BRLM
Shareholders’ Companies Act 2013 Pre-filing Company / Special
resolution (if (MGT-14 filing) Board resolution
required: extract, filed
increase in form MGT-14
authorised with ROC
capital, special
resolution if
necessary)
Audited Companies Act, ICAI DRHP Statutory Audited FS
financial standards, SEBI Auditors with notes; if
statements (last ICDR financials older
3 FY) + than 6 months
auditor’s include
reports certified
updates
Interim SEBI / Accounting DRHP / Pre- Auditors Limited review
financial standards listing report or
statements / restated
limited review financials
(if FY closed >
6 months)
 Who prepares /
Document Statute / Regulation Stage submits Format / Notes
Capitalization SEBI ICDR DRHP Company / Fully
table (pre-issue Merchant reconciled,
& post-issue) Banker showing pre-
issue equity,
warrants,
options,
convertible
instruments
Shareholding SEBI / LODR DRHP / Post- Company / Snapshot as per
pattern listing RTA prescribed
(promoters / format
public / others)
Auditor SEBI / Companies DRHP Statutory Standard
certificate for Act Auditors auditor comfort
offering (e.g., certificate
working wording
capital, required by
capitalization) BRLM/SEBI
Legal due SEBI / Transaction DRHP Transaction Summarised in
diligence report practice Counsel / Legal prospectus; full
(summary to be Advisor DD for BRLM
included in internal file
DRHP)
Title Companies Act / Pre-filing / Company / Title search for
documents & SEBI guidance DRHP Legal Counsel / immovable
property Valuer properties;
valuation encumbrance
reports (where certificates;
material) valuation report
if asset material
Material SEBI ICDR DRHP Company / List of major
contracts & Legal Advisor agreements
agreements (JV, JDA,
(copies) property,
supply, offtake,
lenders)
Litigation SEBI ICDR DRHP Company / Detailed
schedule (all Legal Counsel schedule with
pending stage, claim,
material contingency
litigation and notes
tax disputes)
 Who prepares /
Document Statute / Regulation Stage submits Format / Notes
Related party SEBI ICDR / DRHP / Post- Company / Complete
transactions Companies Act listing Auditors disclosure per
schedule (with ICDR template
audit
certificate)
Banker to the Commercial banking Pre-issue Company & ASBA accounts
Issue — practice Banker to Issue setup; escrow
appointment arrangements
letter & bank
guarantee (if
any)
Underwriting SEBI ICDR practice Pre-issue Company & Signed
agreement / Underwriters agreements;
Syndicate calculator for
agreement underwriting
commission
Registrar to the SEBI practice Pre-issue Company & Signed RTA
Issue RTA engagement
appointment & letter; RTA
RTA KYC & system
agreements readiness proof
Copies of Companies Act 2013 Pre-filing Company Certified copies
statutory or extracts;
registers certified by
(Members, Company
Directors, Secretary
Charges,
Loans)
Consents & SEBI ICDR DRHP Each Original
letters from: intermediary consent letters
auditors, to be annexed
counsels, RTA, to DRHP
bankers,
depositories
Compliance Companies Act / DRHP Company Standard
certificates: SEBI Secretary certificate
Company confirming
Secretary compliance
certificate with law and
(corporate status of filings
compliance)
Taxation Income Tax Act DRHP Tax Advisor / Tax
 Who prepares /
Document Statute / Regulation Stage submits Format / Notes
certificates / Company demand/contin
income tax gencies
assessments & schedule; tax
tax dues residency /
schedule treaty issues if
cross-border
Environmental Sector laws / State Pre-filing Company Copies of
/ regulatory laws NOCs for
NOCs (if major industrial
industry- activities
specific)
Intellectual IP Laws DRHP / Pre- Company / IP Copies of
Property filing Counsel registrations,
(registered IP assignments,
certificates) pending
applications
SEBI fees SEBI ICDR DRHP Merchant Receipts or
proof & submission Banker / online payment
acknowledgme Company proof
nt for DRHP
filing
BSE BSE Listing Pre-listing Company / Duly filled
application for Regulations / LODR BRLM listing
listing application and
(application attachments per
form & BSE checklist
attachments)
Dematerialisati Depositories Pre-listing Company / ISIN details,
on (NSDL/CDSL) RTA demat account
confirmation / confirmations,
ISIN / DP agreements
depository if required
agreements
Compliance SEBI LODR / ICDR Pre-listing Company / Lock-in
with minimum Merchant schedule,
public Banker promoter
shareholding contribution
(MPS) and proofs and
promoter lock- certificates
in certificates
Certificate on BSE / SEBI Pre-listing Company Certificate
compliance Secretary / confirming
 Who prepares /
Document Statute / Regulation Stage submits Format / Notes
with listing Compliance compliance
conditions Officer with listing
preconditions
Any sector Sectoral regulators Pre-filing Company Copies of
specific permits permits /
/ approvals registration
(e.g., Pharma, certificates
Financial
Services)
Proof of SEBI ICDR / DRHP Company KYC docs
continuous Corporate (PAN, passport,
track record / governance Aadhaar), CVs
promoters’ and industry
credentials credentials
(bio-data,
KYC)
Documents Companies Act / DRHP / Post- Company ESOP plan
related to SEBI listing docs,
ESOP / approvals,
employee stock exercise &
options vesting details
Anti-Money RBI / FATCA / CRS DRHP Company / FATCA forms,
Laundering / Merchant W-8/W-9
FATCA / CRS Banker declarations for
documents (if relevant
applicable for investors
foreign
investors)
Any pre-issue SEBI / Companies Pre-filing Company Documentary
re-classification Act proof for
of promoters / reclassification
shareholders approvals and
documents board
resolutions
Documents for SEBI ICDR DRHP Company / Clear indication
offer structure BRLM of fresh issue
(Fresh issue / amount, OFS
OFS / QIP sellers,
components) reservation
categories
Proof of BSE rules Pre-listing Company / Receipts of fee
payment of Merchant payments
 Who prepares /
Document Statute / Regulation Stage submits Format / Notes
listing fees to Banker
BSE and
confirmation
emails

2. Stage-wise detailed checklist

a. Pre-IPO (6–12+ months before filing)
Corporate housekeeping & internal checks
 Ensure MOA/AOA permits public issue, if not, pass necessary amendments.
 Increase authorised share capital (Board + Shareholders special resolution; file MGT-14
and pay stamp duty). Obtain certified copy of amendment.
 Update statutory registers and minute books; ensure all filings with ROC are up to date.
 Reconcile shareholding ledger; ensure clean title to shares and check for disputes.
 Convert physical share certificates to demat (encourage promoters and major
shareholders to demat holdings prior to IPO).
 Ensure Director/KMP appointments/resignations are properly filed (Form DIR-12) and
consents retained.
Financial readiness
 Finalize auditors and ensure last 3 years of accounts are audited and signed.
 Prepare pro forma restatements if required; prepare interim/quarterly financials and get
limited review if >6 months old.
 Prepare working capital assessment and obtain auditor’s certificate for working capital
requirement (if disclosed in prospectus).
 Reconcile tax records; resolve or disclose tax liabilities and pending assessments; obtain
tax opinions where material.
Legal and title due diligence
 Conduct comprehensive legal due diligence on corporate, contracts, title of properties,
charges, and litigations.
 Obtain title reports and encumbrance certificates for material immovable assets.
 Confirm status of securities created (charges) with RBI/registrar of charges.
 Make a schedule of all material contracts and obtain certified copies.
Corporate and regulatory approvals
 Obtain any sectoral or government approvals (e.g., RBI, FIPB/Departmental approvals if
foreign investment, environmental clearances).
  If changing corporate structure or converting private→public, pass required resolutions
and file necessary ROC forms.
Intermediary appointments (execute engagement letters)
 Merchant Bankers (BRLM) — engagement letter & retainer if any.
 Transaction Counsel (legal advisor) — engagement letter.
 Auditors — confirm scope for audit and comfort letter for capital/working capital.
 RTA — appointment letter and system readiness check.
 Banker to the Issue — open ASBA/escrow accounts; confirm settlement mechanism.
 Underwriters — confirm underwriting capacity and sign agreement (if underwriting
required).
Corporate governance
 Constitute audit committee, nomination & remuneration committee and other required
committees as per LODR (if already applicable — ensure records exist).
 Prepare director profiles, independence declarations and conflicts of interest statements.
Documentation pack
 Create a controlled due diligence folder with:
o Certified copies of MOA/AOA and incorporation documents
o Statutory registers extracts
o Board & shareholder resolutions and filings
o Audited FS & auditor communications
o List of material contracts with copies
o Litigation & contingency schedules
o IP documents, licenses and permits

b. DRHP drafting & Filing with SEBI / BSE

DRHP core attachments — checklist (documents to annex / have available)
 Certified incorporation documents, MOA/AOA and amendments.
 Board and shareholders resolutions (authorization for IPO & DRHP filing).
 Audited financial statements (past 3 years) + audited notes + audit reports.
 Interim financials and limited review (if applicable).
 Capitalization table and pre/post-issue shareholding pattern.
 Legal due diligence summary and material litigation list.
 Details of promoters, their KYC, PAN, proof of identification, address.
 Consent letters of intermediaries (auditors, counsel, BRLM, RTA, bankers, depositories).
 Undertakings from promoters and company (lock-in pledges, material events
disclosures).
 ICICI / Auditor certificates for working capital, no material default certificates by
promoter (if any).
 Annexure with list of material contracts and copies.
  Valuation reports (if required for assets or share pricing justification).
Filing & SEBI interactions
 Merchant Banker files DRHP with SEBI (via SEBI portal) and deposits required fees.
 Maintain an FAQ/FAQ annexure for anticipated SEBI queries.
 Prepare internal Q&A pack (for audit queries and SEBI queries) with supporting
evidence and certifications.
Attachments to send to BSE (parallel filing)
 Forward copy of DRHP/RHP to BSE along with requisite attachments as per BSE
checklist.
 Pay filing/listing fees and obtain receipts.

c. Pre-issue & Marketing (after SEBI observation / final RHP)

Immediately after SEBI observations are cleared
 Prepare final prospectus (RHP) incorporating SEBI observations and finalize offer
structure (fresh issue / OFS / reservations).
 Publish statutory advertisement with issue opening & closing dates in prescribed
newspapers per ICDR.
 Ensure ASBA and other application mechanisms (UPI, netbanking, collection centers)
are live and tested.
 Get pre-issue certificate from RTA and DP confirming demat readiness & ISIN
activation.
Marketing & roadshows
 Prepare management presentation and Q&A materials (approved by board and counsel).
 For roadshows: prepare investor PPT, legal disclaimers and log investor meetings.
 Ensure that any forward-looking statements have appropriate cautionary language in
RHP.
Allocation & anchor investor process (if anchor allocation planned)
 Coordinate anchor investor bids, ensure compliance with anchor allocation norms and
lock-in.
 Document allocation letters and payment schedules for anchor investors.

d. Issue opening, subscription & allotment

During subscription
 Ensure bankers to the issue and RTA perform real-time reconciliations of bid quantities
and ASBA blocks.
 Maintain a syndicate ledger for offline applications and confirm procedures for physical
application acceptance (if applicable).
 Monitor daily subscription numbers and have contingency plan for over-subscription.
Closing & basis of allotment
 Calculate final offer size and basis of allotment after closing.
 RTA to prepare electronic basis of allotment file (per depository format) and letters to
successful applicants.
 Arrange for refund instructions & process (ASBA unblocking or bank refunds) as
required.
Post-allotment processes
 PAS-3 / Return of allotments filed with ROC (if required) – ensure allotment entries
updated in register of members.
 Debit applicants’ demat accounts for delivery and credit with allotted shares (via
depositories).
 Issue share certificates only if statutory allowed (most IPOs now fully dematerialised).

e. Listing & trading

Pre-listing formalities
 Submit final prospectus and listing application to BSE with all supporting documents.
 Pay listing & filing fees to BSE and obtain listing permission.
 Confirm ISIN activation and final corporate action in depositories.
On listing day
 Confirm ticker/symbol, opening price discovery method (if any) and circulation to market
makers.
 Coordinate with market making entities (if required under ICDR for SME / certain
categories).

f. Post-listing compliance (LODR & ROC)

Immediate (within prescribed days)
 File with SEBI/BSE: post-listing submission including final allotment details, listing fees
receipt, and compliance certificate.
 File final prospectus with ROC and all required post-issue forms.
 Publish allotment results and final listing day announcement.
Ongoing (quarterly / annual)
 Quarterly shareholding pattern & financials within timelines under LODR.
 Continuous disclosure of material events (stock exchange filings – price-sensitive
information).
 Annual general meeting records, annual report compliance and corporate governance
report.
3. The most standard documents (MUST have before
DRHP)
1. Board resolution approving IPO and authorising DRHP filing.
2. Audited financial statements for last 3 financial years + auditor’s report.
3. MOA/AOA certified copies and Certificate of Incorporation.
4. Consents from merchant banker, auditors, legal counsel, RTA and bankers to issue.
5. Legal due diligence summary and litigation schedule.
6. Capitalization table (pre & post-issue) and shareholding pattern.
7. Promoter KYC & lock-in undertakings.
8. Banker-to-the-issue appointment & ASBA confirmation.
9. Registrar appointment and system readiness certificate.
10. Draft red herring prospectus (DRHP) text and schedules.

4. Timelines
 Pre-IPO corporate housekeeping: 6–12 months (depending on complexity).
 Intermediary appointments & due diligence: 2–4 months.
 DRHP drafting & filing: 4–8 weeks (to produce DRHP drafts and attachments).
 SEBI review cycle: variable (typically 4–12 weeks) depending on queries & responses.
 Marketing / roadshows: 1–3 weeks prior to opening.
 Issue open/close: 3–10 days (per scheduled window under ICDR).
 Allotment & listing: 7–15 days after issue close (timelines vary).
These are indicative. Always build buffer time for SEBI queries and unexpected
legal/tax issues.

5. Key intermediaries & roles (who you must appoint)

 Lead Merchant Bankers / Book Running Lead Managers (BRLM) — overall IPO
manager & DRHP filings
 Legal Counsel (Transaction Counsel) — drafts prospectus text, legal opinions
 Auditors / Statutory Auditors — audited financials, comfort letters
 Secretarial Auditor / Company Secretary — corporate compliance certificates
 Registrar to the Issue (RTA) — application collection, allotment, refunds
 Syndicate Members / Brokers — distribute to retail/HNI/QIB networks
 Underwriters (if underwriting) — underwriting agreement
 Escrow / Banker to the Issue — collect/hold IPO funds (ASBA escrow)
 Debenture Trustee — if issue includes debt instruments
 Share Transfer Agent / Depositories (NSDL/CDSL) — demat credits
 Merchant Bankers’ Counsel (Local Counsel) — state-level regulatory or sectoral
approvals
 Valuers / Technical Consultants — if required for assets/valuation