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 North Carolina, as in all 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 can make informed decisions. The company must also meet ongoing reporting obligations, such as filing annual and quarterly reports (Form 10-K and Form 10-Q), and disclosing material events that shareholders should know about (Form 8-K). While the state of North Carolina does not regulate the IPO process itself, it does have securities laws, known as 'Blue Sky Laws,' which are designed to protect investors against fraud. These laws require registration of securities offerings and compliance with state-level disclosure requirements, unless an exemption applies. The North Carolina Securities Division is responsible for enforcing these laws. Additionally, companies based in North Carolina that wish to go public must comply with the listing requirements of the stock exchange they choose, whether it's the New York Stock Exchange or Nasdaq, which include corporate governance standards, minimum share price, and a minimum number of shareholders.