SEISEI SERVICES — IPO
IPO Advisory
In listing preparation, the hardest thing to move is not the capital structure after the listing — it is the capital structure decided before it. Who holds how much, what related-party transactions exist, how the founding family’s assets are entangled with the company: these are the questions the review asks, and none of them can be tidied up at the last moment.
This is for you if
- A listing has come into view and you need to judge which market — Tokyo, Hong Kong, Singapore, China or the United States — fits
- Capital policy has developed ad hoc and must be restructured into a form that will survive listing review
- Family assets, real estate and affiliated companies are mixed in with the operating business, and you need to know the order in which to separate them
- A holding structure spans Japan and China, and you need to confirm feasibility on both the regulatory and tax sides
- You want to design now for the founding family’s post-listing holdings, voting rights and succession
When this is not the right service
We are neither an audit firm nor a securities house. We do not perform financial statement audits, underwriting review, lead-manager functions, or the preparation of statutory disclosure documents such as the prospectus; those belong to the respective institutions. Our work is the design of the capital and group structure before that stage, and its alignment with the founding family’s own asset structure. Once the final pre-application year has begun, what can still be done is substantially narrower.
What the design addresses
Choice of market
Which market’s rules the company actually fits, checked at the level of the provisions, against the nature of the business, the shareholder register, regulated-industry status and the post-listing funding plan.
Capital structure and founder holdings
How dilution proceeds at listing, how much control the founding family intends to retain, and whether the contemplated class shares or voting arrangements are permitted under the chosen market’s rules.
Rationalising the group
How asset-holding companies not needed by the business, transactions with the founder personally, and related-party dealings are separated out — in what order, and at which points a taxable event arises.
The founding family’s own structure
A listing revalues the founder’s shares and changes the premises of succession and gifting. Whether to put a succession vehicle in place beforehand is not a choice that remains available afterwards.
Cross-border feasibility
Where the holding structure spans China, feasibility must be confirmed on three fronts at once: capital controls, foreign exchange administration, and tax.
What the advice rests on
Market selection and capital design are advised from the text of the rules, not from impression. Archon™, our proprietary platform, holds over 7,100 listing-rule provisions across 5 markets, legal databases covering 10 jurisdictions, and tax-burden simulation across 8 jurisdictions, so that a recommendation can be stated as "under this provision of this market, the result is this".
Who does what
Many institutions take part in a listing. Our position is upstream of them.
| Who | What they do | When it matters |
|---|---|---|
| SEISEI | Design of capital and group structure, comparison of markets, alignment with family assets | Before listing preparation begins in earnest |
| Audit firm | Financial statement audit, verification of internal controls | From the audited periods onward |
| Securities house (lead manager) | Underwriting review, application practice, pricing | After the lead manager is appointed |
| Partner tax accountant / lawyer | Tax filings, legal due diligence, legal review of statutory disclosure | At each stage |
We do not audit, underwrite or produce statutory disclosure. What we do is put the capital structure and the founding family’s asset structure into one coherent design before those processes begin.
Frequently asked questions
How is the choice of market decided?
From the nature of the business, its stage of earnings and growth, the shareholder register, whether it falls into a regulated industry, the post-listing funding plan, and how much control the founding family wishes to keep — compared against the text of each market’s listing rules. The order of inquiry is not "where is it easiest to pass" but "whose rules does this structure fit".
When should listing preparation begin?
Structurally, the capital and group structure should be settled before the audited periods begin. Restructuring after the final pre-application year has started increases both the explanatory burden in review and the taxable events created along the way.
How does founder succession planning differ before and after listing?
The valuation changes. After listing, the founder’s shares are valued by reference to the market price, and many of the succession mechanisms available while private either change their premise or cease to be available. If a listing is intended, whether to establish a succession vehicle is a question to settle beforehand.
Could the conclusion be not to list?
Yes. A listing is a means of raising capital and credibility, not an end. Depending on the nature of the business and the intentions of the founding family, a structure that does not involve listing may fit better — and we will say so.
Related insights
- The Holding Company as Structure
- Same Income, Different Tax Burden
- Building a Footprint Through Small Acquisitions
- The Succession Gap and the Special Business-Succession Tax Regime
- All insights
Get in touch
Tell us about the present capital structure and where your thinking on a listing stands. Write to ceo@seisei.tokyo.
SEISEI provides financial and management consulting. It does not constitute tax representation, preparation of tax documents, or tax consultation as defined in Article 2 of Japan’s Certified Tax Accountant Act. Filings and tax computations are handled by partner licensed tax accountants (zeirishi).