An initial public offering—also known as an IPO—is the process by which a privately-owned/privately-held company begins selling stock to outside investors, and transforms the company from a private company to a public company. Shares of public companies (also called publicly-traded companies) are usually traded on one of two stock exchanges—the New York Stock Exchange or the Nasdaq. A public company can raise money (capital) it needs by issuing and selling shares of its stock on the stock exchange on which it is listed. But public companies must comply with significant reporting and disclosure requirements established by the U.S. Securities and Exchange Commission that private companies do not have to comply with.
In Florida, as in other states, an initial public offering (IPO) is governed primarily by federal securities laws, particularly the Securities Act of 1933 and the Securities Exchange Act of 1934, which are enforced by the U.S. Securities and Exchange Commission (SEC). These laws require companies to file registration statements and prospectuses detailing financial and other significant information about the company, to ensure that investors have enough information to make informed decisions. The process involves rigorous due diligence, disclosure of financial statements, business models, potential risks, and plans for the use of the capital raised. Once a company goes public, it must adhere to ongoing reporting obligations, including quarterly and annual financial reports, and disclosure of material events that could affect stock prices. While state law plays a lesser role in the IPO process, Florida's securities laws, also known as 'Blue Sky Laws,' require compliance with registration and anti-fraud provisions, which work in tandem with federal regulations to protect investors. An attorney specializing in securities law can provide guidance on both federal and state requirements for companies in Florida considering an IPO.