What is IPO due diligence?

In an IPO, due diligence is the review the underwriters and their lawyers carry out on the company's business, accounts, legal position and risks before the prospectus comes out. People who buy at or after the listing lean mostly on that prospectus. Pre-IPO buyers have no prospectus, so they have to ask for the documents themselves.

Which documents should a pre-IPO buyer ask for?

At minimum: the share purchase or transfer agreement, the company's articles or bylaws and shareholder agreements, written confirmation that any right of first refusal has been waived, proof that the seller owns the shares, the latest financial information available and, for an SPV or fund, its offering and fee documents.

What are warning signs in a pre-IPO offer?

A promised listing date or return, pressure to sign fast, a seller who cannot prove ownership, a provider not regulated for the activity. The guide to pre-IPO scams and warning signs goes through the checks in detail, and the Unicorn Academy pre-IPO course covers the subject step by step.

Pre-IPO due diligence checklist

By Unicorn Private Research. Published 26 September 2026, last updated 18 October 2026.

What is pre-IPO due diligence? Your own check of what you are buying before a company lists. That means the share class and its rights, the seller's title to the shares, the company's approval of the transfer, the price against recent rounds, the fees inside any vehicle and the likely exit. At an IPO most of this sits in the prospectus. Before the IPO, nobody hands it to you: the buyer has to get it and verify it.

Key takeaways

Buying private shares means doing checks that a stock exchange would otherwise do for you.
Ten questions: rights, restrictions, price, fees, information, tax, exit.
A mistake in the transfer mechanics can leave you with fewer rights than you paid for.

On a public exchange much of the checking is built in. With a private company, it is your job. The ten questions below are a practical starting point for qualified investors and their advisers.

The ten questions

Which share class is on sale, and what rights does it carry compared with the preferred shares?
Does the seller hold the shares directly, and is the seller allowed to transfer them?
What do the bylaws and shareholder agreements say about transfers, and does the board have to approve?
Is there a right of first refusal or a co-sale right, and has it been waived in writing?
How does the price compare with the last priced funding round and with recent secondary trades?
Which liquidation preferences rank above the class you are buying, and what would they do to your proceeds in a sale?
Is the exposure direct or through an SPV or fund, and what fees and carried interest does each layer take?
What will you receive after closing: financial statements, cap table updates, anything else?
What are the tax and regulatory consequences where you live, investor qualification rules included?
What is the likely exit, an IPO or a sale to a strategic buyer, and how would lock-up periods affect when you can sell?

Why execution matters

Finding genuine sellers, negotiating terms and drafting the agreement each take specific know-how. Get one step wrong and the transfer can be void, or you end up with fewer rights than you expected.

Frequently asked questions

What is IPO due diligence?: In an IPO, due diligence is the review the underwriters and their lawyers carry out on the company's business, accounts, legal position and risks before the prospectus comes out. People who buy at or after the listing lean mostly on that prospectus. Pre-IPO buyers have no prospectus, so they have to ask for the documents themselves.
Which documents should a pre-IPO buyer ask for?: At minimum: the share purchase or transfer agreement, the company's articles or bylaws and shareholder agreements, written confirmation that any right of first refusal has been waived, proof that the seller owns the shares, the latest financial information available and, for an SPV or fund, its offering and fee documents.
What are warning signs in a pre-IPO offer?: A promised listing date or return, pressure to sign fast, a seller who cannot prove ownership, a provider not regulated for the activity. The guide to pre-IPO scams and warning signs goes through the checks in detail, and the Unicorn Academy pre-IPO course covers the subject step by step.

Related guides

About the publisher

This guide is published by Unicorn Private Research, the research arm of Unicorn Private LLC, a Delaware private equity firm that acquires secondary stakes in late-stage private technology companies before their IPO. The firm invests only in established companies already valued above one billion dollars, not in early-stage start-ups, and its founders have been active in private equity and startup investing since 2005.

Unicorn Private is the first firm in the pre-IPO secondary market to create an open research centre in sixteen languages: guides, a tracker of the largest private technology companies, a glossary, and a frequently asked questions section, open to every reader, with every figure carrying a date and a link to a public source.

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Sources

This page in other languages

Lista di verifica per la due diligence pre-IPO (Italiano)
Liste de vérification pour une due diligence pré-IPO (Français)
Prüfliste für die Pre-IPO-Due-Diligence (Deutsch)
Lista de comprobación de due diligence pre-IPO (Español)
Checklist de due diligence pré-IPO (Português)
Порядок проверки сделки pre-IPO (Русский)
上市前尽职调查清单 (中文)
プレIPOのデューデリジェンス・チェックリスト (日本語)
प्री-आईपीओ ड्यू डिलिजेंस चेकलिस्ट (हिन्दी)
상장 전 투자 실사 체크리스트 (한국어)
Halka arz öncesi durum tespiti kontrol listesi (Türkçe)
Daftar periksa uji tuntas pra-IPO (Bahasa Indonesia)
قائمة العناية الواجبة قبل الطرح العام الأولي (العربية)
Danh mục thẩm định (due diligence) tiền IPO (Tiếng Việt)
Lista kontrolna due diligence pre-IPO (Polski)