1. Step 1
Company needs Following documents for IPO
If any company wants to come into primary share market or sell share in the market to generate
more capital. The company will have to some requirement such as:
Step 1
Company
Step 2
Issue manager
Step 3
SEC
Step 4
Lead bank

2. The company must be 5 years business experiences.
Last 3 years rising paid up Capital or at list steady.
The company capital will have to at list 40 corer.
If any company has those capabilities then they will prepare in those following documents.
 Certified copy of memorandum and Articles of association. Photocopy attested by the
managing director.
 Certificate of Incorporation and Certificate of Commencement of Business. Photocopy
attested by the managing Director.
 Copies of valid/updated Licenses (IRC, Trade License, ERC, NOC from Environmental
Department, Fire Brigade Certificate from the regulatory authority – attested by the
Managing Director.)
 Return of Allotment (Form XV) – Photocopy attested by the Managing Director.
 Summary of Share Capital (Schedule X) - Photocopy attested by the Managing Director.
 Particulars of Directors, Certified by the RISC (Form XII) - Photocopy attested by the
Managing Director.
 Related papers regarding conversion to Public Ltd. attested by the Managing Director.
 TIN Certificate – Photocopy attested by the Managing Director.
 Tax status and related documents along with tax payment invoice for last 5year -
Photocopy attested by the Managing Director.
 VAT status and related documents for last 5year - Photocopy attested by the Managing
Director.
 Tax Holiday approval letter from NBR (if any) 5year - Photocopy attested by the
Managing Director.
 Minutes of last 5year AGM - Photocopy attested by the Managing Director.
 Credit Rating Report - Photocopy attested by the Managing Director.
 Asset Revaluation Report - Photocopy attested by the Managing Director.
 Extract from the Minutes of Meeting of the Board of Directors for rising paid up Capital
and signing authority for IPO - Photocopy attested by the Managing Director.
 Detail Future Plan of IPO fund utilization with implementation schedule signed by
MD/CEO and
 Director(s) ownership in another company or involvement as owner or partner of any
other concern.
 Executive Compensation – Name and designation of top five salaried personnel with total
remuneration paid to them.
 Declaration about the responsibility of the Director(s), including the CEO of the Issuing
Company in respect of the prospectus. (According to SEC’s format) – LBIL will
provide the format.
 Consent of Director(s) to serve as Director(s) (According to SEC’s format) – LBIL will
provide the format.

3. Note: Below some other requirement those the company can ready by own chartered accountant
or the company can make by the issue manager.
 Declaration by the Issue Manager about the approval from SEC for any material changes.
(According to SEC’s format) – LBIL will provide the format.
 Due diligence certificate of manager to the issue. (According to SEC’s format) – LBIL
will provide the format.
 Due diligence certificate of the Underwriters (According to SEC’s format) – LBIL will
provide the format.
 Declaration by the Underwriters (According to SEC’s format) – LBIL will provide the
format.
 Audited accounts for last 5years and for the past part of current year.
 Auditor Certificate
 On allotment of shares to promoters and/or sponsor shareholders for consideration in
cash/other than in cash
 Auditor’s report under section 135(1), Para 24(1) of part II of schedule III to companies
Act 1994 of the Issuer Company
 Statement of NAV per share
 Ratio analysis
 Auditor’s disclosure regarding revaluation of fixed assets
 Auditor’s disclosure regarding project earning per share for next 5 (five) accounting years
as per rules 8(B) (16) (III) of the Public Issue Rules 2006 of SEC
 Report on review of financial forecast of Issuer Company (Projected balance sheet,
income statement and cash flow statement).
 Auditor’s certificate in respect of shares issued other than cash certified by the Registrar
of Joint Stock Companies and Firms – photocopy attested by Managing Director.
 Debenture issue related information/documents, if any.
 Agreement for Issue Management Service
 Agreement for Underwriting
 EIU/Offer Letter of the Lead Banker
 Consent Letters by all the Bankers to the Issue. Bankers’ to the Issue’s letter accepting
their appointment as such - Photocopy attested by Managing Director.
 All Bank Statement in original
 Bank statement in support of Paid up Capital - Photocopy attested by Managing Director.
 Bankers’ letter confirming opening of separate bank account for IPO purposes.
 Bank statement with details list of private placement subscribers
 No objection certificate in favor of IPO from all institutional lenders.
 Loan sanctions letters from bank and copies of loan agreements. Photocopy attested by
Managing Director.

4.  Lease sanctions letters from bank and copies of lease agreements. Photocopy attested by
Managing Director.
 Lease Agreements for lands and buildings, Land Title Deed, rent receipt, bia deeds, non-
encumbrance certificates, land development tax receipts. Photocopy attested by
Managing Director.
 Operating Lease agreements, Rental agreement in respect of Head Office.
 List of plant & machineries.
 If plant & Machinery is reconditioned or second-hand-a certificate from SGS or Lloyds
agency on its economic life and price competitiveness duly certified by the Chamber of
Commerce of the exporting country or the country of origin – in original.
 If plant & Machinery is imported in brand new condition – Pro-firma invoice, copies if
LC, Bill of entry in respect of imported machinery and equipment.
 Encashment Certificate by Bank and Statement of Foreign Equity Deposited in Bank by
Issuer Company.
 Operating Management Agreement (if any) - Photocopy attested by Managing Director.
 Franchise Agreement (if any) - Photocopy attested by Managing Director.
 Professional license (if any) - Photocopy attested by Managing Director.
 Joint Venture agreement (if any) - Photocopy attested by Managing Director.
 Attested copies of permission from Regulatory organizations.
 SEC consent to increase paid up capital.
 Information in respect of obtaining CIB Report of Bangladesh Bank
 Name of the loan given bank/financial institutions(s) with branch and district.
 Full and abbreviated names, permanent, present and business address of the sponsors,
directors and shareholders along with their father’s name, mother’s name, husband’s
name (in case of married woman shareholder), TIN number, voter ID card number
and telephone number.
 Name of the owner related business firm with business address for each sponsors,
directors and shareholders.
 Relating to (iii)above name of bank/financial institution with name of branch and
district (if any loan taken by the above business/firms.
 Name and business address of the sister concern9s) in which the company’s
sponsors/directors have interest.
 Name of the group-in any.
 Signed statements (Ongirkarnama) from directors and shareholders having 5% or more
shares to obtain CIB.
 Signed statement by Managing Director (Ongirkarnama) to obtain CIB for the Company.

5. Step 2
For preparing those documents, the company goes to the issue manager. Then the issue manager
(Merchant Bank) saw and verification all the document of the company.
Work of issue manager (Merchant Bank):
1. Checked the financial report of the company. Maturity of the company must be 5 years
and must be profitable 3 years. If the company loses 1 year in last 3 years, they will not
come in share market.
2. Checked the company’s paid up capital. Company must their paid up capital is 40 cores.
If any company’s paid up capital is less than 40 cores, they will not entire into share
market.
3. Check the purpose of issuing IPO. Why the company issuing the IPO and where they will
use this capital?
4. Checked the all documents of the company.
5. Prepare the prospectus of the company.
6. Issue manager set the underwriter (Bank) for the company, who are the sells share of the
public. Underwriter must buy 50% IPO of the company.
7. Set the price based on owners expectations. Pricing method can set based on two methods
that are given below:
IPO-
When Issue manager and company fixed the IPO
price, it’s called fixed price method.
Fixed price method
Book value method When underwriter and issue manager fixed the IPO
price, it’s called book value method.( premium fixed
by the interact with underwriter and issue
manager.)

6. Step 3
Submit all the documents to SEC and make a proposal for issuing IPO.
Work of SEC:
1. SEC will check all documents of the company that’s already given in above.
2. SEC will check clearness of the loan. If the company have any loan, they will be rejected
by the SEC. SEC also check how, when and where the company taken the loan? And
company why taken loan and how they were paid the loan.
3. Checked the managing director profile of the company. If the company has many
managing director, SEC not sanction IPO for this company.
4. SEC saw the proposal price and premium of the issue manager and company. Than SEC
checked the credit rating of the company. If the credit rating is good of the company,
SEC will accept the proposal of premium. But the credit rating is bad; SEC will set a
premium based on the credit rating. SEC offering premium can accept or reject by the
company.
NOTE: If the proposal has rejected, the company will get 30 days’ time to modify the
documents. Companies can get chance 3 times to modify their documents.
Step 4
Then issue manager open an account in any bank. This bank is called “Lead bank” against IPO
that’s account name is “Escrow account”. Lead bank can set an agreement by other bank.
Because maintain the all account is so difficult for a bank.
Issue manager set a date for subscription IPO money and lottery date.
Subscription time approximately 5days.After subscription date lottery date held on
approximately 30 to 45 days.
Which public may not select by the IPO they can withdraw their money from those bank.
After lottery who will select by the IPO they will sold their share from secondary market. This
time is approximately 30 to 45 days after lottery date.