This guide provides an overview of the process for conducting an initial public offering (IPO) in Australia and sets out some of the key legal and structuring issues relevant to a company seeking to conduct an IPO and list on the Australian Securities Exchange (ASX).
There are a variety of reasons why a company may consider an IPO, including to raise capital and provide additional financial flexibility and access to capital markets to pursue growth opportunities.
This guide provides a general introduction to the process and issues for companies considering an IPO. Gilbert + Tobin's market leading Equity Capital Markets (ECM) team can advise on these matters if you are exploring an IPO. G+T has extensive experience advising on the full spectrum of IPO transactions, from small cap listing on ASX to foreign issuers on Australian law issues. Our experience includes advising SpaceX on the extension of its $75 billion IPO to Australian retail investors – the largest IPO of all time, Virgin Australia and Guzman y Gomez on their respective IPO and ASX listings and Sigma Healthcare on its reverse takeover and ASX listing of Chemist Warehouse. G+T has assisted many more Australian and foreign issuers to list on ASX and has also worked on numerous dual listings of ASX companies on major overseas exchanges and also has deep experience advising lead managers on IPOs including on the IPOs of Gemlife, Ventia and the DigiCo Infrastructure REIT.
This guide is current as of September 2026. Please note that this guide reflects the 4th edition of ASX Corporate Governance Principles and Recommendations which took effect 1 January 2020 (but has regard to the proposed changes which are reflected in the 5th edition of ASX Corporate Governance Principles and Recommendations, which is anticipated to take effect in 2027).
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An IPO involves a range of advisers who support the company through structuring, due diligence, prospectus preparation, marketing, regulatory approvals and the listing process. This section outlines the respective roles of legal advisers (Gilbert + Tobin), underwriters and lead managers, accountants and other specialists involved in an IPO.
ASX is Australia’s main securities exchange for listings. Companies listed on ASX are bound by the Listing Rules. A company seeking to list on ASX must satisfy the ASX Listing Rules and meet a range of admission requirements, including the profit or assets test, free float and shareholder spread requirements, and requirements relating to governance and management. This section also considers escrow restrictions, board structure and governance, and the requirements that apply to foreign companies seeking an ASX listing.
The choice of entity to be listed and the structure of the IPO will depend on factors including whether the offer involves a primary issue or sell-down, the number of shareholders and the desire to manage prospectus liability. This section considers common structures, including a primary issue, secondary sale through a SaleCo and a top-hat restructure using a FloatCo.
The choice of IPO structure can have significant tax implications for the company, existing shareholders and incoming shareholders. Key tax workstreams include tax due diligence, pre-IPO restructuring, transaction costs, shareholder implications, employee incentive arrangements and tax disclosures in the prospectus.
The impact of the IPO on existing equity-based remuneration should be considered at an early stage, together with the structure of any go-forward arrangements. Equity-based remuneration is commonly used by ASX-listed companies to align senior executives with shareholders, and these arrangements must be disclosed in the prospectus for all key management personnel.
In general, a company must issue a prospectus before it can be listed on ASX. This section considers the prospectus requirements, potential civil and criminal liability, financial and forecast disclosures, supplementary and replacement prospectuses, fast-track review processes and ESG and climate-related disclosures.
The prospectus due diligence process is designed to ensure that the prospectus is not misleading or deceptive, establish reasonable grounds for forecasts and other statements about future matters and support the availability of due diligence defences. A due diligence committee generally oversees the process, with advisers and management providing reports, verification and sign-offs before the prospectus is lodged.
Marketing to retail (that is, unsophisticated) investors is not permitted before the prospectus is lodged with ASIC, and the Corporations Act restricts pre-prospectus advertising. Some marketing to institutional and other sophisticated investors is permitted before lodgement and the approach for retail is being liberalised. This section outlines the role of research reports, pre-marketing, institutional roadshows and retail marketing, including the different requirements that apply before and after the prospectus is lodged with ASIC.
Marketing the IPO and setting the issue price are critical stages of the process, with the final price usually determined through a bookbuild led by an investment bank. This section outlines front-end fixed price offerings and back-end bookbuilds, including the different approaches to pricing, marketing, allocation and settlement.
A reasonably simple IPO can generally be completed in as little as three months, although the timeframe will depend on factors including the company’s existing board and management and the availability of relevant audited financial statements. This section sets out a simplified indicative timetable covering preparation and due diligence through to pricing, prospectus lodgement, settlement and commencement of trading.
Once listed, a company will face greater media attention, manage investor relations and comply with the ASX Listing Rules, including continuous disclosure and periodic reporting obligations. This section also considers insider trading requirements and the systems and processes that listed companies need to have in place to manage their ongoing obligations.
Gilbert + Tobin has extensive experience advising issuers, lead managers and underwriters on IPOs and ASX listings across a range of sectors and transaction sizes. Recent experience includes advising on the IPOs and listings of SpaceX, Virgin Australia, Sigma Healthcare, Guzman y Gomez, Viva Energy Australia, among others.