Every published cost-of-going-public estimate answers the same question: what does a traditional, underwritten Nasdaq IPO cost. Almost none of them address the question a cross-border or emerging-growth company actually needs answered first — what does going public cost on the pathway that fits this company, since a Nasdaq underwritten IPO, an OTC Markets listing, and a reverse merger carry entry-cost profiles that differ by an order of magnitude, not a rounding error.
This guide breaks the cost of going public into its real components — regulatory fees set by the SEC and the exchanges, professional-services fees negotiated in the market, and ongoing public-company costs that begin the day trading starts — and shows how those components differ across the three primary pathways: a traditional underwritten IPO on Nasdaq, a direct OTC Markets listing, and a reverse merger. Figures citing SEC and Nasdaq fee schedules are verified against primary sources as of August 9, 2026.
Introduction
"How much does it cost to go public" is rarely a single number, because it is rarely a single transaction. A company registering securities with the SEC pays a statutory filing fee calculated as a fixed rate per dollar registered. A company listing on Nasdaq pays a separate, exchange-set entry fee and an ongoing annual fee, unrelated to the SEC's fee. A company retaining underwriters pays a negotiated discount on gross proceeds that has nothing to do with either regulatory fee. And a company that becomes public without engaging in the same process — through a direct OTC Markets listing or a reverse merger into an existing public shell — can bypass several of these costs entirely, at the cost of different trade-offs in liquidity, institutional access, and market perception.
Treating "IPO cost" as a single blended percentage, as many general guides do, obscures the decision that actually matters for most growth-stage and cross-border companies: which pathway's cost structure is proportionate to the capital being raised and the company's stage.
Background
Three categories of cost apply to any U.S. public listing, regardless of pathway:
Regulatory and exchange fees — set by statute or exchange rule, non-negotiable, and disclosed publicly. These include the SEC registration fee and, for exchange-listed companies, the exchange's entry and annual fees.
Professional-services fees — underwriting discounts, legal counsel, PCAOB-registered audit work, printing and EDGAR filing agents, investor-relations and roadshow costs. These are negotiated in the market and vary by transaction size, complexity, and the advisors engaged.
Ongoing public-company costs — the recurring cost of being public, not becoming public: periodic SEC reporting, Sarbanes-Oxley internal-controls compliance, annual audit, exchange annual fees, investor relations, and directors' and officers' insurance.
The pathway a company chooses determines which of these three categories applies in full, which applies in reduced form, and which does not apply at all.
Strategic Analysis
Regulatory and Exchange Fees, by Pathway
The SEC registration fee is the one cost common to every pathway that involves registering securities under the Securities Act. For fiscal year 2026 (effective October 1, 2025), the SEC's Section 6(b) fee rate is $138.10 per $1,000,000 of securities registered — a company registering $50 million in securities pays approximately $6,905 in SEC filing fees. This rate is set annually and has declined from the FY2025 rate of $153.10 per $1,000,000; it should be reconfirmed against the SEC's current Fee Rate Advisory at the time of filing, since it adjusts every fiscal year.
Exchange fees are a separate cost that applies only to companies listing on an exchange, not to companies that remain on OTC Markets:
| Venue | Entry / Initial Fee | Annual Fee |
|---|---|---|
| Nasdaq Global Market / Global Select Market | $325,000 flat (includes $25,000 application fee) | $59,500 – $199,000, scaled to shares outstanding |
| Nasdaq Capital Market | $50,000 – $75,000 (includes $5,000 application fee) | $56,000 – $86,500, scaled to shares outstanding |
| OTCQX | Included in annual fee | $25,000 |
| OTCQB | $5,000 one-time application fee (non-refundable) | $15,000 |
The gap between a Nasdaq Global Market entry fee of $325,000 and an OTCQB entry cost of $5,000 is the single largest structural cost difference between the two pathways — before a single dollar of underwriting, legal, or audit fees is considered. For a company evaluating readiness, this is the first number worth confirming, not the last, since it can eliminate or validate an entire pathway before deeper diligence begins.
Professional-Services Fees: Where Most of the Cost Actually Sits
For a traditional underwritten IPO, the underwriting discount is typically the largest single line item — generally 4% to 7% of gross proceeds — and commonly represents 50% to 70% of total transaction costs. A company raising $100 million at a 6% discount pays $6 million to its underwriting syndicate before any other cost is counted.
Beyond underwriting, a traditional IPO typically involves:
Legal counsel — securities counsel drafting the registration statement, coordinating due diligence, and negotiating the underwriting agreement; commonly a meaningful share of a combined $3 million to $5 million legal, audit, and compliance budget for a mid-sized offering.
PCAOB-registered audit work — audited financial statements meeting PCAOB standards, commonly $500,000 to $1 million depending on company complexity and prior audit history.
Roadshow and investor marketing — management travel, investor presentations, and marketing materials, commonly $500,000 to $1 million.
Printing, EDGAR filing agents, and financial printers — commonly $100,000 to $300,000.
Aggregated by deal size, total IPO-related costs (excluding ongoing post-listing costs) for a traditional underwritten offering commonly run: $6 million to $10 million for a $25 million to $100 million raise; $12 million to $20 million for a $100 million to $250 million raise; and $25 million or more for raises above $250 million. These are industry-observed ranges, not government-set fees, and vary with underwriter selection, legal complexity, and company readiness — a company that has already completed the governance and disclosure work described in our IPO readiness checklist typically spends less on legal and audit remediation than one starting that work during the offering process itself.
A direct OTC Markets listing or a reverse merger avoids the underwriting discount entirely, since neither involves a public offering underwritten by a syndicate in the same structure. Legal and audit costs are still real — a company still needs PCAOB-registered financial statements and securities counsel — but without the underwriting discount, and without Nasdaq's initial listing fee, the professional-services cost base is materially smaller. This is the structural reason OTC Markets and reverse mergers remain viable pathways for companies that are investor-ready but not yet at the scale a Nasdaq-listed underwritten offering economically justifies.
Ongoing Public-Company Costs
Becoming public is a transaction cost; being public is a recurring one, and it does not stop the day trading begins. Sarbanes-Oxley compliance — internal controls documentation, testing, and the annual audit that accompanies it — commonly runs $1 million to $2 million annually for a Nasdaq-listed company, on top of exchange annual fees, ongoing legal and investor-relations retainers, and directors' and officers' insurance. For a larger, more complex Nasdaq-listed company, total ongoing public-company overhead is commonly cited in the $8 million to $15 million annual range; a smaller or newly listed company's actual ongoing cost is typically well below that figure, but the direction — a real, recurring, multi-year cost — does not change with company size, only its magnitude.
OTC Markets companies face a materially lighter ongoing burden. OTCQX and OTCQB companies can use the OTC Markets Alternative Reporting standard rather than full SEC periodic reporting in some circumstances, and the $15,000–$25,000 annual OTC Markets fee replaces Nasdaq's $56,000–$199,000 annual fee. This is a genuine structural cost advantage, not just a smaller number — it is the reason many companies use OTC Markets as a deliberate first step toward institutional readiness rather than a permanent destination or a lesser alternative.
Practical Considerations
Cost estimation should happen in the same sequence as readiness assessment, not after it. A company that has not yet determined whether it qualifies for Nasdaq Capital Market versus Global Market listing standards, or whether OTCQX versus OTCQB fits its current disclosure capacity, cannot meaningfully estimate its own listing costs — the fee tables above only become useful once the venue question, addressed in our OTC vs. Nasdaq comparison, is resolved.
Regulatory and exchange fees are the easiest costs to estimate precisely, since they are published and non-negotiable — confirm them directly against the SEC's current Fee Rate Advisory and the relevant exchange's current fee schedule rather than relying on a prior year's figures, since both are adjusted periodically. Professional-services fees require competitive engagement of counsel, auditors, and — for a traditional IPO — underwriters, since these are negotiated, not published. Ongoing costs should be budgeted as a multi-year commitment beginning at listing, not a one-time transaction expense, since underestimating the recurring cost of being public is a more common planning failure than underestimating the cost of becoming public.
Key Risks
Treating "cost of going public" as a single percentage of proceeds — the actual cost structure depends heavily on pathway (Nasdaq underwritten IPO, OTC Markets listing, reverse merger), and applying a traditional-IPO cost estimate to a company pursuing OTC Markets materially overstates its real cost.
Underestimating ongoing public-company costs relative to the one-time listing transaction — a company that budgets accurately for its IPO but not for multi-year SOX compliance, audit, and exchange fees can face a liquidity strain after listing that was avoidable with proper planning.
Using stale regulatory fee figures — the SEC's Section 6(b) rate and exchange fee schedules both adjust periodically; a cost estimate built on a prior year's rate will be directionally wrong, not just imprecise.
Assuming professional-services costs are fixed rather than negotiated — underwriting discounts, legal fees, and audit fees vary meaningfully based on company readiness, complexity, and competitive engagement of advisors; companies that engage advisors later, under time pressure, typically pay a premium for it.
Frequently Asked Questions
Does the cost of going public differ for a foreign private issuer versus a domestic company?
The regulatory and exchange fee schedules themselves are the same regardless of where a company is organized — the SEC's Section 6(b) rate and Nasdaq's entry and annual fees do not vary by issuer nationality. Professional-services costs can differ in practice, since a cross-border company often requires additional securities counsel work to determine foreign private issuer status (addressed in our SEC registration guide), coordinate cross-border audit standards, and, where relevant, reconcile home-country financial statements to U.S. GAAP or confirm IFRS eligibility. That additional work is a real, budgetable cost, not a separate fee schedule.
What is the realistic minimum-cost pathway to becoming a U.S. public company?
Among the three pathways discussed here, an OTCQB listing carries the lowest combined regulatory and exchange cost — a $5,000 one-time application fee and a $15,000 annual fee, with no exchange entry fee comparable to Nasdaq's. It does not eliminate legal and audit costs, and it is not the right fit for every company's capital-raising or institutional-access objectives; it is the lowest-cost pathway, not automatically the correct one for a given company's strategy.
Does an OTC Markets listing require an underwriter?
Not in the way a traditional IPO does. A direct OTC Markets listing does not involve underwriting a public offering in the same structure, which is the primary reason its professional-services cost base is materially smaller than a traditional underwritten IPO's. Companies raising capital in connection with an OTC listing may still engage placement agents or investment banks for a private placement, but that is a separate, negotiated cost distinct from a traditional IPO underwriting discount.
When should a company start budgeting for ongoing public-company costs, not just the listing transaction?
Before filing, not after listing. Ongoing costs — SOX compliance, annual audit, exchange fees, investor relations, D&O insurance — begin accruing from the first day of public trading and continue every year the company remains listed. Building a two-to-three-year post-listing operating budget alongside the transaction budget, rather than treating the listing itself as the finish line, is one of the more consistent gaps between companies that plan well and companies that face avoidable cash strain in their first year as a public company.
Are SEC and exchange fees negotiable?
No. The SEC's Section 6(b) registration fee and each exchange's entry and annual fee schedule are set by statute or exchange rule and apply uniformly — they are not subject to negotiation the way underwriting discounts, legal fees, and audit fees are. This is precisely why they are the most reliably estimable cost category discussed here, and the first figures worth confirming directly against current SEC and exchange sources.
Recommendations
Resolve the venue and pathway question first, using the framework in our OTC vs. Nasdaq comparison, before requesting cost estimates from advisors — a cost estimate is only meaningful once it is scoped to a specific pathway. Request current fee figures directly from the SEC's Fee Rate Advisory and the relevant exchange's published fee schedule rather than relying on secondary sources, and re-confirm both at the time of actual filing given periodic rate adjustments. Budget ongoing public-company costs as a multi-year operating commitment from the outset, not a post-listing surprise, and complete the governance, disclosure, and audit-readiness work outlined in our IPO readiness checklist before engaging underwriters or exchange counsel, since companies that arrive at that stage prepared consistently negotiate better professional-services terms than those completing readiness work under transaction deadline pressure.
Conclusion
The cost of going public in the United States is not one number — it is three categories of cost (regulatory, professional-services, and ongoing) that combine differently depending on whether a company pursues a traditional underwritten Nasdaq IPO, a direct OTC Markets listing, or a reverse merger. Regulatory and exchange fees are precisely knowable from public fee schedules; professional-services and ongoing costs require realistic budgeting scoped to the specific pathway and company stage. Companies that resolve the pathway question first, and budget all three cost categories — not just the transaction itself — enter the process with a materially more accurate view of what going public actually requires.
Related reading: OTC vs. Nasdaq: Which U.S. Listing Path Is Right for Your Company?, IPO Readiness Checklist: 20 Critical Steps Before Going Public, Understanding SEC Registration: S-1, F-1, 20-F and 6-K Explained, and PCAOB Audits Explained for International Companies. See also our Nasdaq & OTC Listing Advisory service.
Sources: U.S. Securities and Exchange Commission — EDGAR Filing Fees, Nasdaq Initial Listing Guide, and OTC Markets Fee Schedule. Verified against these primary sources August 10, 2026.
About FMP Capital Partners
Planning to access the U.S. capital markets? FMP Capital Partners advises growth companies on Nasdaq listings, OTC Markets, SEC readiness, capital raising, and cross-border transactions. Contact our advisory team for a confidential discussion regarding your capital markets strategy.