Сергей Урескул

Pre-IPO and IPO readiness

The path to capital - step by step, not a leap onto the exchange

For owners of companies with revenue of 1 to 5 billion roubles. We look at which step you are on and which next step makes sense: LLC, JSC, bonds, pre-IPO or IPO.

60 minutes, free of charge. The review is led by Sergey Ureskul.

01 / The market, honestly

The exchange is not the first step

Before talking about preparation, let us look at the market as it is. Figures are from public sources, links alongside.

A handful

The IPO market is narrow

There were 4 IPOs in 2025. In 2026 placements are also few, some companies postponed theirs, and analysts call the year practically lost for the IPO market.

Bank of Russia, 2025 results; FOMAG, 2026

A part

An IPO sells a stake, not the company

Only a minority of shares goes to the market; control usually stays with the founders. For companies that listed in 2023-2024, the median free float is about 10%.

Bank of Russia, IPO review 2024; Expert RA

7 of 19

Price growth is not guaranteed

Only 7 of the 19 companies that held an IPO in 2024-2025 traded above the offering price by the end of 2025. The Bank of Russia names inflated valuations as one of the reasons.

Bank of Russia, 2025 results

That is why we do not sell an "IPO tomorrow". We prepare the company so that the work makes sense at every step: a transparent structure, clear reporting and corporate governance matter for bonds, for a private investor and for selling a stake to a strategic buyer alike.

02 / The path

Five steps from LLC to the exchange

Not every company needs all five. During the review we decide where to start and where it is sensible to stop.

01

LLC: order in the structure

Who owns what, how the group is built, where assets and profit sit. Reporting you can show to an outsider. Nothing moves forward without this.

02

JSC: shares instead of stakes

Conversion into a non-public joint-stock company: charter, shareholder register, shareholders' agreement, board of directors. A stake becomes shares that can be transferred, pledged or partly sold.

03

Bonds: the first public story

Borrowing from investors without collateral and without selling equity. The company learns to disclose information and meet obligations to the market. Of 17 companies that listed in 2023-2024, 15 had issued bonds before.

04

Pre-IPO: a private round

Selling part of the shares to a limited group of investors before listing. A test of how the market values the company and preparation of the shareholder base.

05

IPO: public offering

Listing on the exchange and selling part of the shares to a wide range of investors. The exchange, the arranger and the auditor work here; our part is the legal preparation of the company and its owner.

Data on bonds before IPO - Expert RA

03 / The regulators' view

Letter of the Bank of Russia and the Ministry of Finance of 15.04.2026

The Bank of Russia and the Russian Ministry of Finance issued information letter No. IN-01-28/14/05-08-05/3/388 on recommendations for preparing an initial public offering of joint-stock companies with state participation. The regulators advise starting IPO preparation early and in stages - beginning with an analysis of how far the company already meets the requirements for a public company, including the transparency of its organisational structure.

The letter is addressed to companies with state participation. It is not binding on private business, but it shows how the regulators see good preparation. We use it as a reference point.

The letter on the Ministry of Finance website

04 / Owners' concerns

What owners ask in the first conversation

Being public does mean disclosure: reporting, material facts, transactions. That is the price of market money. But disclosure grows step by step: a non-public JSC discloses almost nothing, bonds require disclosure on the issue and reporting, the full scope comes with listing. We show in advance what exactly becomes public at each step.
An IPO sells part of the shares, not the company. Control is kept through the share capital structure, the charter and the shareholders' agreement. A board with independent directors is an exchange requirement, and it is better to arrive prepared than to build it in the last month.
Preparation and placement cost money: audit, international-standard reporting, lawyers, the arranger, maintaining public status. The amount depends on the company's starting point. That is why we quote the cost of preparation after the review, not before.
For a large IPO - perhaps. But the Moscow Exchange has a Growth Sector for small and medium-sized businesses, and bonds are often the first step. If it turns out to be too early for your company, we will say so and suggest what to do now.

Growth Sector on the Moscow Exchange website

05 / Who does the work

Sergey Ureskul and the IKU team

Lead consultant

Sergey Ureskul

Corporate lawyer since 2008, President of the National Association of Corporate Lawyers (NAKYuR). Focus: joint-stock company law, corporate governance, shareholder rights.

  • Registered share issues worth 14.6 billion roubles
  • Placed bonds worth 800 million roubles
  • Personally leads the review and is responsible for the outcome

Institute of Corporate Governance

The IKU team

Corporate lawyers who handle conversion into a JSC, share and bond issues, corporate documents and disclosure. They work under a subcontract.

The client signs the preparation agreement with sole proprietor Sergey Vladislavovich Ureskul. The IKU team takes part under a subcontract with him.

The experience above is in securities issuance: registration of share and bond issues. We do not name specific client projects.

06 / The review

What happens at the free review

01

Request

Leave your contact and a few words about the company. We get in touch to agree on a time.

02

60 minutes with Sergey

We discuss the ownership structure, reporting, debt and the owner's goals. Online or in person.

03

A map of the next step

You leave knowing which step the company is on, where the gaps are and which step is sensible first.

04

An agreement - if both sides are interested

If you decide to go further, we prepare an agreement on preparation. If not, the gap map stays with you.

Book a free review

60 minutes with Sergey Ureskul. Please do not include commercially confidential information in your request.

This material is for information purposes only and is not an individual investment recommendation, an offer or an advertisement of securities. Preparing a company does not guarantee an IPO, fundraising or any particular valuation. Past market results do not guarantee future ones. Services are provided by sole proprietor Sergey Vladislavovich Ureskul.