How to Prepare Your Company to Go Public in Canada: A Practical Roadmap

For many Canadian companies, going public is the ultimate milestone. It unlocks access to capital, increases visibility and credibility, creates liquidity for shareholders, and signals a new stage of growth. But those benefits come with higher costs and expectations for governance, reporting, and internal discipline. Without the right preparation, the demands of regulators and investors can quickly become overwhelming.

This comprehensive roadmap outlines the key steps Canadian private companies should take when considering going public, so you can prepare with confidence.

What does it mean to go public?

Going public is the process by which a privately held company with a group of shareholders obtains a listing on a public stock exchange, where its shares can then be freely traded. Once listed, the company becomes a reporting issuer and must comply with public disclosure requirements set by the securities commission in its jurisdiction, most often the province where it’s based.

Choosing your path

The first step in going public is determining the method by which the Company will pursue becoming a public company. The two primary options in Canada are through an initial public offering (IPO) or a reverse takeover (RTO).

IPO

An IPO typically involves completing a long-form prospectus offering of new shares to investors, typically with an underwriter, in conjunction with an initial listing on a stock exchange. It’s a well-recognized way to raise capital, boost profile, and attract institutional interest. However, it requires extensive preparation and can be costly and time-consuming.

RTO

An RTO is when a private company takes control of an existing public “shell” company. By acquiring an existing public company, it enables the private company to go public without going through the formal IPO process. RTOs are often faster and less expensive, but they don’t always provide immediate new funding and can be perceived as a lower-profile entry point (compared to an IPO).

Companies choose this route for other advantages: it creates liquidity for existing shareholders, allows shares to be used as acquisition or compensation currency, boosts credibility, and provides a platform for raising capital later. For resource companies, particularly those on the TSXV, RTOs are a common and practical option when immediate financing isn’t required.

Other options

While the option of an IPO or RTO are the most common methods of going public, they are not the only method. Alternative methods include a direct listing, or the capital pool company (CPC) program on the TSXV. In a direct listing, a Company’s shares are listed on an exchange without completing an IPO, so no additional shares are issued upon becoming a public company. A CPC is a shell company that has completed an IPO with the sole purpose of completing a qualifying transaction which must be completed within a 24-month period of its listing.

Choosing your exchange: TSX vs. TSX-V vs. CSE

Once you’ve chosen how to go public, picking the right exchange is the next major step. In Canada, the three main options are the Toronto Stock Exchange (TSX), the TSX Venture Exchange (TSXV), and the Canadian Securities Exchange (CSE). Each has different requirements, costs, and market visibility.

The TSX

The TSX is Canada’s senior market and the destination for established companies with strong financials, governance, and market capitalization. It carries the most prestige and visibility, especially with institutional investors and analysts, and often delivers greater liquidity and stronger valuations.

To qualify, issuers generally need:

• At least 1,000,000 freely tradable shares with a public float of at least CAD $4 million;
• Shares held by at least 300 public shareholders, each holding one board lot or more; and,
• Market capitalization of about CAD $50 million or more, depending on the sector

The TSXV

The TSXV is tailored for earlier-stage and growth companies, particularly in the resource and exploration sectors. Many issuers use it as a stepping stone, later “graduating” to the TSX once they mature. While it doesn’t carry the same prestige as the TSX, it offers a more accessible route to capital markets with lighter requirements.

Key thresholds include:

• Two tiers: Tier 1 for more advanced issuers, Tier 2 for smaller or earlier-stage issuers
  • Tier 1: About 1,000,000 public float shares, 250 public shareholders, and at least 20% of shares held by the public
  • Tier 2: About 500,000 public float shares, 200 public shareholders, and the same 20% public ownership requirement

The CSE

The CSE offers a streamlined and lower-cost route for micro-cap and emerging issuers. It is especially popular in newer industries and with smaller companies that want to access public markets quickly. Listing on the CSE comes with simpler reporting requirements and lower costs, but also less recognition with institutional investors compared to the TSX or TSXV.

Baseline requirements include:

• At least 1,000,000 freely tradable shares;
• Shares held by at least 150 public shareholders; and,
• Public shareholders must hold at least 20% of issued and outstanding shares

Getting financial reporting in shape

Going public requires a significant upgrade to your financial reporting. Private companies using Accounting Standards for Private Enterprises (ASPE) must transition to IFRS Accounting Standards, which often impacts areas such as revenue recognition, leases, financial instruments, and segment reporting. This isn’t just a technical accounting exercise; it changes how management communicates performance to the market.

Canadian securities rules typically require three years of audited financial statements (with some relief for venture issuers), plus auditor reviewed interim financial statements of the most recent interim period. Significant acquisitions or RTOs may also require pro forma financials to show the combined results of the resulting issuer. Because these requirements take time, companies that start the conversion to IFRS early have a much smoother path. Leaving it late is one of the most common causes of delays in listing timelines.

Building governance and oversight

Strong governance is a cornerstone of life as a public company. At the centre is your board of directors and audit committee. Non-venture issuers must meet independence and financial competency requirements, while venture issuers have more flexibility but still need to maintain an audit committee and make prescribed disclosures.

For investors, the audit committee isn’t just a formality. It’s a signal that the company takes financial reporting seriously and that management is accountable. Putting the right people and processes in place early sends a clear message of credibility and makes your first year of public reporting far less painful.

Strengthening controls and certifications

When you go public, your Chief Executive Officer (CEO) and Chief Financial Officer (CFO) must certify each quarterly and annual financial statements to address disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR). Ventures issuers are allowed to file more limited certification certificates than those issuers listed on the TSX.

Companies often underestimate the time this takes. Building a culture of control and discipline early reduces the risk of errors, avoids costly restatements, and gives your leadership team confidence when signing certifications.

Assembling your go-public team

Taking a company public is a team effort. You’ll need auditors registered with the Canadian Public Accountability Board (CPAB), legal counsel, an investment dealer or underwriter (for IPOs), technical experts, a transfer agent, and often investor relations support.

Equally important is your internal financial reporting team or external consultants. They bridge the technical gap between accounting for operational purposes to the preparing of the Company’s financial statements, and ensure disclosures meet IFRS and securities regulator requirements. An internal project lead who can coordinate deliverables across all players is also critical.

When your advisory team works together, the process moves forward in an orderly way. When they don’t, deadlines slip and costs add up quickly. Choosing experienced advisors with go-public expertise is one of the most valuable investments you can make.

Sector spotlight: mining

For mining issuers, one more layer comes into play: compliance with National Instrument 43-101 (NI 43-101). NI 43-101 is the standard that technical reports issued by a company over its mineral properties must be in compliance with, which includes being prepared by one or more “qualified persons” who are independent from the issuer. A qualified person is an engineer or geoscientist with at least five years of relevant experience and who is in good standing with a specified professional association.

For companies completing an IPO, a technical report must be filed for each mineral property that is material to the issuer. For exploration and development stage companies, the technical report must include a recommended work program, and for production stage companies the technical report must support three years of proven and probable reserves.

These reports aren’t optional, and they can take significant amounts of time and money. Coordinating your technical experts with the broader prospectus process is essential to avoid last-minute surprises.

Life after listing

Listing isn’t the finish line; it’s the start of a new rhythm. Public companies in Canada must file regular financial statements, Management Discussion and Analysis (MD&A), material change reports, and other disclosures on the System for Electronic Document Analysis and Retrieval Plus (SEDAR+), often on tight deadlines. These deadlines are effective immediately upon becoming a reporting issuer and failure to meet these requirements can lead to negative impacts on the company through such things as decreased creditability from investors and its listing status with securities regulators or exchanges.

Additionally, as part of the required filings, a public company’s annual financial statements must be audited by a CPAB registered firm.

Companies that prepare early, by building close calendars, assigning clear responsibilities, and rehearsing their reporting cycles, find the transition much easier. Those that don’t prepare often spend their first year reacting instead of leading.

Setting yourself up for success

The companies that thrive as public issuers are those that:

• Choose the right path to market and set realistic timelines
• Upgrade their financial reporting and internal controls long before the prospectus stage
• Put strong governance structures in place early
• Surround themselves with advisors who have guided others through the process

Going public is a milestone worth celebrating, but it’s also a transformation in how you operate day to day. With early planning and the right support, your first reporting cycles can build trust and position you for long-term growth.

Our Accounting & Assurance team has guided many Canadian companies through the go-public journey. We understand the challenges, the timelines, and the regulatory landscape, and we can help you get ready—and stay ready—as a public issuer.