If your books are clean and your governance is real: 18 to 24 months. That's 12 to 18 months of pre-work to become IPO-ready, plus about four months of formal process from organizational meeting to pricing day. If you're starting from scratch — no PCAOB audits, no CFO, raw governance — add 12 to 18 more months and budget three to five years total.
Prerequisites
Six conditions have to be met before the timeline starts. Miss three or more and this is preparation, not process.
- Two consecutive fiscal years of PCAOB-audited financials (three years if you're not an Emerging Growth Company)
- A CFO who has closed books for a public company at least once
- At least one independent board director who has been through an IPO
- A clean cap table and consolidated entity structure — no sloppy holdcos or LLCs buried mid-stack
- A practical minimum of ~$50M in EBITDA — no exchange mandates this number, but below it the fixed cost of being public consumes a disproportionate share of earnings (the math is in the final section)
- No material pending litigation or regulatory exposure likely to invite aggressive SEC comment
If three of those six boxes are unchecked, this isn't an IPO conversation yet. It's a preparation conversation.
What does "18 to 24 months" actually include?
The 18-to-24-month figure breaks into two distinct phases: the pre-IPO readiness sprint (12 to 18 months), where you build the scaffolding that makes you a public company, and the formal IPO process (about four months), which runs from the organizational meeting with your underwriters to pricing night.
Mintz's 2024 IPO chronology puts the formal clock at "approximately 4 months" from organizational meeting to pricing, with the confidential S-1 submission following the org meeting by four to six weeks. PwC recommends that companies "execute an orderly plan over a one- to two-year period" before that four-month window even opens.
The preparation phase is invisible to outside observers. That is exactly why timelines blow up there. Auditors take months to re-audit prior years under PCAOB standards. Governance gaps take quarters to fix. A CFO hire who looks good in March may not close books solo until August. None of that appears in the "four-month IPO process" stat that circulates in banker decks.
Beacon Roofing Supply is the anchor example in this series. Beacon's S-1 was filed on May 28, 2004. The company completed its IPO on September 22, 2004, offering 8,500,000 shares at $13.00 per share on the Nasdaq National Market. Four months, start to finish, on the formal clock. Beacon is a roofing distributor. It sells shingles and materials, not labor. The PCAOB audits, the S-1 review, the roadshow — none of that changes because of installation vs. distribution.
The preparation behind Beacon's clean four-month process is what this playbook covers.
Step 1: Get two years of PCAOB-audited financials before your first banker meeting
This is the most common reason timelines blow up by a full year. Your regional audit firm is fine for taxes and bonding. It is not registered with the PCAOB, and the SEC will not accept its work in an S-1.
Most accounting firms serving $5M to $50M roofing companies are not PCAOB-registered. Most owners don't know that until they're already in a banker pitch.
Mechanics:
- Confirm whether your current auditor is PCAOB-registered before anything else; the PCAOB's public database takes two minutes to check
- If not, hire a registered firm immediately — the new auditor will need to re-audit prior years under PCAOB standards, which means starting over, not just reviewing existing work
- As an Emerging Growth Company (annual gross revenues under $1.235 billion), you need two years of audited annual financials; if you exceed that threshold or choose not to rely on EGC status, three years
- A PCAOB audit for a company that has never been audited before can take six weeks to several months per year audited, depending on the quality of your books — for a roofing company with job-cost variances, reconciliation issues, or multiple entities, budget toward the longer end
- Begin the audit process before you hire a banker; investment banks will ask to see audited financials in the first meeting, and nothing kills deal momentum faster than "we're working on it"
- Sub-task: reconcile job-cost ledgers against bank statements going back to the start of the audit period before the auditor arrives; PCAOB-level scrutiny on construction revenue means the auditor will go line by line on percentage-of-completion calculations
Step 2: Pick your underwriter and build the equity story
Underwriter selection is a bake-off, not a handshake. Run a formal pitch process, evaluate three to five banks, and pick the one with the best distribution network among services and construction investors — not the one with the fanciest deck or the most flattering valuation estimate.
Mechanics:
- Invite three to five investment banks to pitch; evaluate on sector expertise, analyst team quality, distribution reach to relevant institutional investors, and fee structure (standard gross spread is 5 to 7% of proceeds)
- After selection, hold the organizational meeting — this is the official start of the formal four-month clock; everything before it is preparation
- Work with the bank's equity capital markets team to build the equity story: why this roofing platform deserves a public multiple; your growth rate, market share trajectory, geographic expansion thesis, and any technology moat matter here
- EGCs may use confidential submission under the JOBS Act: the initial S-1 goes to the SEC without public disclosure, protecting your pricing strategy and timeline from competitors; the public filing must happen at least 15 days before the roadshow begins
- Consider testing-the-waters (TTW) meetings with select institutional investors before the S-1 is filed; legal under the JOBS Act for EGCs and widely used to gauge investor appetite before committing to the full process
- Simultaneously: install the IR function, brief the board on Regulation FD and other disclosure obligations, and confirm your D&O insurance is in place — a newly public services company should budget $500,000 to $2,000,000 annually for D&O coverage
- If your roofing business is regional with no clear national-expansion story, expect the equity story to face skepticism from generalist investors; the banker will need to define your comp set carefully (services companies and facilities management firms, not other roofers, because there are almost none public)
Why does SEC review add months to the clock?
Because the SEC is not a rubber stamp. After you file the S-1, SEC staff attorneys and accountants read it line by line and send back a comment letter. You respond, amend the filing, and wait for the next round.
Deloitte's IPO roadmap documents the pattern: "The SEC staff will generally complete its initial review and furnish its first set of comments within 27 calendar days. After the initial review, subsequent comments are typically furnished within two weeks." A company can expect two to four rounds total.
Do the math. One round at 27 days plus three follow-up rounds at two weeks each: 69 days minimum if everything goes smoothly. Add the time your lawyers and CFO spend drafting responses and it's closer to 90. Two to four rounds is the norm, not the exception.
Common SEC pressure points for a construction or services company: revenue recognition on percentage-of-completion contracts, seasonality disclosure adequacy, union labor contingencies, and any related-party transactions with family members or founders. Have clean answers ready before you file, not while the clock is running.
Step 3: File the S-1, clear the comment letters, and run the roadshow
From the public filing of your S-1 to the first day of trading is roughly six to eight weeks if SEC comments go smoothly. The roadshow itself is one to two weeks — the most compressed and highest-stakes period of the entire process.
Mechanics:
- File the public S-1 (or make your confidential submission public) at least 15 days before the roadshow launch; failing this timing requirement delays the roadshow
- After the SEC clears all comment rounds, file an amendment with a price range — this triggers the roadshow and allows institutional investors to submit indications of interest
- The roadshow runs seven to fourteen days: CEO and CFO present to institutional investors in 10 to 15 cities; the bank's equity capital markets team builds the order book in parallel; this is two straight weeks of 6 AM flights, 12 investor presentations per day, and whatever energy you have left
- The "red herring" preliminary prospectus circulates during the roadshow; it contains everything except final price and share count
- After the roadshow, hold the pricing meeting: management and the lead underwriter agree on the final share price based on order book demand; the SEC declares the registration statement effective that evening; shares begin trading the next morning
- Lock-up agreements restrict insiders and significant shareholders from selling for 180 days post-IPO; confirm the lock-up terms with every insider before the roadshow begins — discovering mid-roadshow that a co-founder disputes their lock-up is the kind of governance failure institutional investors remember
What does it cost to stay public after the bell rings?
More than most owners expect. Budget $1.5M to $4M per year in ongoing compliance overhead before counting IR spend, D&O insurance, or management time.
The GAO published detailed compliance cost data in its 2025 Sarbanes-Oxley compliance study (GAO-25-107500). Annual internal SOX compliance costs average approximately $700,000 for single-location companies and approximately $1.6 million for companies with ten or more locations. External audit fees for accelerated filers (public float $75M to $700M) hit an average of $1,492,375 in FY2022 — a 31% increase from FY2021 — and companies crossing the nonexempt threshold for the first time typically absorb a median $219,000 jump in audit fees in that first year alone.
Add D&O insurance, a full-time IR function, and public company legal counsel and you're looking at $2.5M to $4M annually before you've hired a single new employee to support the public-company workload.
Here's why the $50M EBITDA floor matters: a roofing company generating $10M EBITDA that spends $3M per year in public-company overhead has surrendered 30% of earnings before investing a dollar in growth. The math doesn't work. No exchange requires $50M EBITDA, but below that threshold the cost of the access consumes the value of the access.
Beacon Roofing Supply had the revenue base and scale to absorb that overhead because it was a distributor with national reach. A regional installation contractor at $15M EBITDA almost certainly doesn't. The honest conversation is: if the compliance cost load represents more than 5% of your EBITDA, recalculate whether the public market is the right vehicle or whether a strategic sale or PE recap gets you to the same liquidity outcome at lower ongoing cost.
Common pitfalls
Most teams blow the timeline in the audit phase or underwriter selection. These five mistakes account for the majority of deals that stall, reprice, or die.
- Starting PCAOB audits after hiring a banker. The audit is the longest lead-time item. Start it 12 to 18 months before you want to price. Bankers will ask to see audited financials in meeting one.
- Underestimating SEC comment rounds. Two rounds is optimistic. Budget for four. Each round is two to four weeks of management time you cannot bill anywhere else.
- Ignoring the financial statement staleness window. If your most recent balance sheet exceeds 134 days of age on the effectiveness date, you must update financials — which can push pricing by a full quarter.
- Building an equity story that only works at a premium multiple. If the deal math requires 15x to justify the process, you are one bad quarter away from a broken deal. Build the story so it works at a discount.
- Missing lock-up confirmations before the roadshow. Founders who surface lock-up disputes during the roadshow create governance drama that institutional investors notice and price into their interest level.
Definition of done
When this playbook is complete, you have:
- A day-zero task list: identify your PCAOB auditor, confirm EGC status, evaluate your CFO's public-company experience
- A month-by-month timeline with phases mapped to the calendar — preparation sprint, organizational meeting, SEC review, roadshow, pricing
- A realistic annual compliance cost model you can use to validate or kill the $50M EBITDA threshold against your specific financials
- A clear picture of what the roadshow decides and what it costs to lose it