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 Indiana, as in all states, an initial public offering (IPO) is governed primarily by federal law, specifically the rules and regulations enforced by the U.S. Securities and Exchange Commission (SEC). The SEC requires companies going public to file a registration statement, typically using Form S-1, which includes the prospectus, detailing the company's business operations, financial statements, and plans for the use of capital proceeds, among other information. Once the SEC reviews and approves the registration statement, the company can proceed with the IPO. After going public, the company must adhere to ongoing reporting obligations, such as filing annual reports (Form 10-K), quarterly reports (Form 10-Q), and current reports (Form 8-K) to disclose significant events. These requirements are designed to provide transparency to investors and maintain fair trading practices in the market. While the state of Indiana does not impose additional requirements for the IPO process itself, companies incorporated in Indiana must comply with state corporate governance laws, which may include reporting to the Indiana Secretary of State. It is advisable for companies considering an IPO to consult with an attorney who specializes in securities law to ensure compliance with all applicable regulations.