Readiness is not the same as ambition
Most companies that approach us want to know whether an RTO is possible. That is the wrong first question. The right one is whether the company would survive the process — the diligence, the disclosure, the cost, and the operating requirements that follow — with its business and its management team intact.
Seven conditions come up repeatedly. A company that meets all seven is generally in a position to begin. A company that fails two or more is usually better served by spending twelve to eighteen months closing those gaps than by starting a process it will not complete.
1. A real, verifiable asset
There must be something a third party can examine: a product generating revenue, a granted patent, a licence, a resource defined in a compliant technical report, or contracted customer relationships. An idea, a plan or a prototype without external validation is not a basis for public-market disclosure, however promising it may be.
2. Financial statements that will survive audit
Most private companies keep management accounts. Public markets require audited statements prepared to a recognised standard, typically covering two or three prior years. The gap between the two is often larger than management expects — revenue recognition timing, related-party transactions, capitalised costs and inventory valuation all commonly change once an auditor applies the standard.
If your statements have never been audited, assume this will take six to twelve months and will produce numbers that differ from what you currently report internally.
3. A documented ownership chain
You must be able to evidence who owns the company, through every intermediate entity, to the ultimate beneficial owners. Every share issuance, transfer, option grant and convertible instrument needs supporting documentation.
Common problems: shares promised verbally, option grants without board approval, convertible notes with ambiguous conversion mechanics, and holding structures established for tax reasons that no one has revisited in years.
4. Clean intellectual property ownership
The intellectual property must be owned by the entity that will become public. Not by a founder personally, not by a former employer, not by a university under a licence with reversion rights, and not by contractors who signed agreements without assignment clauses.
This is among the most frequent blocking issues we encounter, and one of the most straightforward to fix in advance.
5. Capital to fund preparation
Legal, audit, technical reporting and corporate work must be paid for before any transaction closes. Companies that intend to fund preparation from the transaction itself have the sequence wrong, and professionals will not proceed on that basis.
The company needs either cash on hand or a shareholder commitment sufficient to see the process through — including the possibility that it takes longer than planned.
6. Management capable of running a public company
Public companies require people who can prepare board materials, meet reporting deadlines, handle disclosure decisions and communicate with investors under constraint. That capability need not exist entirely in-house today, but there must be a credible plan for how it will exist — usually a combination of internal hires and independent directors.
7. A reason for being public that survives scrutiny
You should be able to explain, in two sentences, why this company needs public status and what it will do with the access. "To raise capital" is insufficient — private capital exists. "For liquidity" is honest but is not an investment case for anyone buying shares.
The strongest answers involve a specific strategic requirement: an acquisition programme that needs listed share consideration, a capital requirement at a scale and duration private markets do not serve well, or a customer base for whom a public counterparty is materially more credible.
If you fail one or more
Failing a condition is not disqualifying. It is information about sequencing. Most of these gaps close within twelve to eighteen months with deliberate effort — and every one of them is far cheaper to close before a process begins than during one, when advisers are billing and counterparties are waiting.