Founder's guide
How to choose an IPO consultant
What a going-public adviser should do for you, the questions to ask before you hire one, how they should be paid, and the red flags that mean walk away.
Choose an IPO or going-public consultant on four things: a track record you can verify in SEC filings, independence from any one route or shell, a fee structure that ties their reward to yours (usually a monthly retainer plus equity) and a clear line on raising money, because only a registered broker-dealer (or, in a Regulation Crowdfunding offering, a registered funding portal) can be paid a percentage of the capital raised. Walk away from anyone who guarantees a listing date, a valuation or a trading price.
Joel Arberman, Meraki Partners. Based on 17 companies taken public: 11 by direct listing, 4 by reverse merger and 2 by IPO.
What should an IPO consultant actually do for you?
A good going-public consultant is the one person responsible for the whole path: choosing the route and the market, preparing the company and its capital raise, assembling and running the auditors, securities lawyers, transfer agent and market maker, keeping the work in the right order, and advising after listing on acquisitions, hiring with stock and raising more capital. The consultant does not replace any of those specialists. They are hired by you and paid by you, separately. The full job description and typical fees are in what a going-public consultant does and how much they charge.
What questions should you ask before hiring one?
- How many companies have you personally taken public, by which route, and can I speak to two of their CEOs? Ask for names you can look up in the SEC's EDGAR database. A firm that cannot point to filings it worked on has not done the work.
- Which route would you recommend for us, and why not the others? A consultant who only ever does one route (only reverse mergers, only Reg A, only IPOs) will recommend that route. You want someone who can explain the trade-offs between a direct listing, a reverse merger and an IPO for your situation.
- Who on your team will do the work day to day? Many firms sell with a senior partner and staff with juniors. Get the names.
- What exactly is in your fee, and what is not? Audit, legal, filing, transfer agent and exchange fees should be separate and paid directly to those providers. Ask for a written estimate of the third-party costs too.
- How are you paid if we do not end up public? A fair structure ties part of the reward, usually equity, to success, so the adviser shares the outcome.
- Are you or anyone at your firm paid by investors, shell sellers, market makers or other service providers you will recommend? You want the answer in writing.
- Will you help us raise capital, and if so, through which registered broker-dealer? See the next question for why this matters.
- What happens after the first day of trading? Going public is the start. Ask how they help with the first year of reporting, investor relations, the next raise and any uplisting.
Can a consultant help raise money for the company?
Only within limits. Under federal securities law, anyone in the business of selling securities for others and paid based on the money raised, a percentage of the raise or a success fee tied to an investment, generally has to be a registered broker-dealer and a member of FINRA (in a Regulation Crowdfunding offering, a registered funding portal can also be paid this way). A consultant who is not registered can prepare the company, the materials and the story, and can introduce you to a registered broker-dealer who places the offering, but should not be paid a commission on the money investors put in. An adviser who offers to raise your round for a percentage without a broker-dealer license is a red flag for them and a legal risk for you, because investors who bought through an unregistered broker may have rescission rights. You can look up any firm or person on FINRA's BrokerCheck.
How should an IPO consultant be paid?
Most going-public advisers charge a monthly retainer, typically $8,000 to $25,000 as of November 2026, plus equity or options in the company. The two move in opposite directions: more cash usually means less equity, and the reverse. Some combinations to look for, and to avoid:
| Structure | What it means for you |
|---|---|
| Retainer plus equity | The most common and usually the best aligned. The adviser is paid to do the work and shares the outcome. |
| All cash, large upfront fee | The adviser is paid whether or not you get public. Ask what you get if the process stops. |
| All equity, no cash | Cheap at the start, but the adviser may need to make money elsewhere: from shell sales, investor fees or stock promotion. |
| Percentage of money raised | Lawful only through a registered broker-dealer. From an unregistered consultant, it is a warning sign. |
What are the red flags?
- A guaranteed listing date or exchange. Nobody can promise an SEC review time, a Nasdaq approval or a share price.
- A guaranteed valuation or trading price. The market sets the price. Promises about where the stock will trade often come with a promotion plan you do not want.
- Pressure to buy a particular shell. Especially when the consultant or a friend owns it. Ask who is selling the shell and what they paid.
- Fees tied to money raised, without a broker-dealer. See above.
- No track record you can verify in EDGAR. Every company taken public leaves filings behind.
- Talk of paid stock promotion or "awareness campaigns" from day one. That is how small companies end up with a spike, a crash and an SEC inquiry.
- Reluctance to put the fee, the scope and conflicts in writing.
Do you need a consultant at all?
Not legally. You can hire a securities lawyer and an auditor and run the process yourself, and some experienced CFOs do. The reason most founders hire an adviser is that taking a company public is a project with a dozen moving parts, a fixed order in which they have to happen and expensive mistakes when they do not: an audit started too late, a cap table that cannot be registered, a private raise priced in a way that hurts the first trade, a shell with a hidden problem. A good adviser has made those mistakes on someone else's deal and knows how to avoid them on yours. See can you go public without an investment bank and who you need on your team.
What is the difference between an IPO consultant, an investment bank and a securities lawyer?
| Role | Paid by | |
|---|---|---|
| Going-public consultant | Plans the route, prepares the company, runs the team end to end, advises after listing | Retainer plus equity |
| Investment bank (underwriter) | Sells the shares in an IPO and prices the deal; must be a registered broker-dealer | 6% to 8% of the money raised for smaller IPOs, plus expenses and warrants |
| Securities lawyer | Drafts the SEC filings and gives the legal opinions | Hourly or fixed fee |
| PCAOB auditor | Audits the financial statements the SEC requires | Fixed fee per audit and review |
How do you check a consultant's track record?
Ask for the companies they took public and search each one on the SEC's EDGAR full-text search. Look at the registration statement or Super 8-K, check that the company is still filing reports, and see how the stock has traded. Then call the CEOs. One conversation with a founder who has been through it with that adviser is worth more than any website, including this one. Our own transactions are listed on our transaction history page.
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