For companies considering an IPO, what a share registrar actually does might be something of a mystery. Simply put, the role of the registrar is to update and maintain the official register of members (or shareholders) of the company whilst reconciling the total number of shares authorised and issued by the company on a daily basis. But putting this apparently simple objective into practice requires a great deal of careful planning and specialised work – and this is where a good registrar will prove its worth many times over.

The complex and painstaking work that registrars need to complete ahead of an IPO cannot be carried out overnight, or as part of a last-minute rush. So whether you approach the registrar directly or through your advisers – be they a law firm, investment bank or another adviser – you should leave a minimum of four weeks between involving the registrar and the proposed date of the flotation. Be aware that more complicated cases may require an additional four to six weeks on top of that. For this reason, it is always advisable to get your registrar involved as early as possible in the IPO process.

Because the relationship with your registrar is a long-term one and does not end with the successful flotation of your company, you should look for a registrar that has strong capabilities in both project management (a dedicated implementation manager to oversee your listing plans is strongly advised) and relationship management, which can be of enormous value in meeting future goals throughout your life as a listed company. Accuracy is also paramount. Your registrar is looking after an integral part of your business on your behalf, so you need to be confident that solid planning and attention to detail is present within its organisation.

As soon as it is brought into the IPO process, the registrar should begin by finding out as much about your company as it can so that it can best advise you on the correct course of action. The first – and initially most important – question is to evaluate the structure of the company coming to market. From a registrar's point of view these can typically be divided into three categories:

• UK-incorporated entities,
• offshore companies, usually established in the Channel Islands, Isle of Man or Ireland; or
• international companies, incorporated overseas.

As we will discuss later, the third of these options requires a very different approach to the first two and, as a result, a longer lead time should be taken into account.

But the engagement period does not begin and end with your choice of location. The type of offer you are wanting to bring to the market is also crucial. You may opt for an IPO targeting institutional investors, but it is possible to launch to a mix of institutional and retail investors. Alternatively, you may only be interested in an introduction to the market that does not involve raising any capital. The answers to these initial questions will dictate the core registration services your registrar provides on your behalf.

As with any major project, a good understanding between all the parties is vital if your goals are to be met successfully. The registrar will want to know a lot of detail about your business – your growth strategy, your sector profile and your goals, both short term and further ahead. It will also want to get an insight into your company ethos and values so that it can better advise you. For example, if your firm has a strong online presence or a brand commitment to protecting the environment, the registrar may well suggest running an online IPO. This kind of information is best exchanged in an early project meeting – with you and all your advisers present.

This initial period of discussion is very valuable as the accuracy and clarity of the information provided at this stage will greatly assist the registrar – both in meeting your needs going forward and in avoiding potential pitfalls later in the implementation phase. Based on your responses, your registrar should be able to assign an appropriate relationship manager with relevant sector knowledge and experience.

This is also an excellent time to consider, in discussion with your advisers, the impact the flotation will have on your company secretariat. A good registrar will consider itself to be an extension of your company secretary's office, but even with its assistance, you will find that the company secretary's role expands hugely in the period before, during and especially after the IPO.

That is why it is advisable to look for a provider that can offer value-added support for company secretaries in the form of pre- and post-IPO health checks. These will rigorously examine your articles of association and even the structure of your secretariat team to ensure that you are ready to deal with the increased scrutiny and governance that comes with being a listed company.

This kind of company secretarial advice is particularly valuable for rapidly growing companies that may not have had experience of the kind of requirements involved in running a public company. It also applies to international companies that may not be familiar with the requirements of a London listing and the level of governance that is necessary.

This is also a good time to talk about share plans and other share-based employee incentives. The registrar will take into account your future plans for such schemes at the IPO stage, even if the share plans are not going to be put in place until later. This will help smooth the process when the plans actually commence.

Following the engagement period and now armed with a complete picture of your business and its future goals, your registrar will work, where applicable, with your other advisers, to establish the mechanics of effectively transferring the shareholdings of the selling shareholders – typically the founders of a company or private equity investors – to the buying institutions (or retail shareholders, if applicable) at the IPO. The registrar will make sure all the documentation is in place if new shares are being issued and on the day of the float it will ensure an effective delivery of shares.

When acting as a receiving agent to a public offer, your registrar will help write and comment on the prospectus and application forms to be issued and provide despatching or online services. Once the offer opens the registrar will provide banking facilities, and keep you and your advisers up to date with the number of applicants and the value or amount of stock applied for. In addition there are various technical and operational aspects of bringing a company to market. These are described in more detail below.

Operated by Euroclear UK & Ireland Ltd, CREST is the electronic settlement system for the UK and Ireland. Your registrar will guide you through the process of setting this up and ensuring that all Euroclear requirements have been complied with so that the shares can be electronically settled from Day One.

In a world of electronic trading of shares it might seem old-fashioned to have to arrange for paper share certificates to be produced. However, it remains an essential part of the IPO process. Your registrar will create, proof and print share certificates as required.

Your registrar will undertake a careful review of your company's Articles of Association, especially with a view to identifying any transfer restrictions that might appear and the possible effect they might have on the IPO.

Like all your professional advisers, your registrar is required to carry out due diligence.

Increasingly, companies coming to the market are opting to use electronic communications. As well as saving on the costs associated with printing and postage, this is considered to be the 'greener' option. E-comms also covers establishing an online portal that will give you convenient access to consolidated register information via the web, as well as the ability to generate management information.

As part of the value-added services that it offers, a registrar will typically provide investor relations services . It will then be able to work with you to develop appropriate IR strategies, particularly in relation to fund manager and beneficial ownership information, combined with peer group and sector comparisons. If you already have an IR provider, the registrar will work alongside them to assist you.

Throughout the progress of the IPO, your registrar should be keeping you up to date with weekly progress meetings or conference calls to ensure that everyone is aware of key milestones and what remains to be done. As the IPO heads towards listing and admission of the securities to the Main Market, the registrar ensures that everything is up and running for the first day of trading. Ahead of that date, the registrar will need to have taken on the existing register of shareholders incorporating any capital reorganisation required on the register. The registrar will also make sure that any deadlines issued by CREST Euroclear are understood, and adhered to, by everyone involved in the deal. Once the IPO is complete and shares have begun to be traded and settled, the registrar will update the register to keep a record of the legal owner of the shares.

After the dust has settled and your company has been successfully brought to market, the registrar's function does not stop – indeed you should aim to form a long-term relationship with your registrar. As well as being able to assist you with your growth strategy by managing the operational aspects of key corporate tasks, such as takeovers, your registrar should also keep you abreast of industry matters through regular news updates and meetings. The compliance requirements can be one of the biggest challenges for a company post-IPO, and your registrar's relationship manager should be able to help you to meet some aspects of these obligations. This will involve assisting with regular review meetings, reporting accounts, annual general meetings and dividends.

As well as relying on your registrar for advice and support, you should also ask it to put you in touch with other clients who are in the same position as you now find yourself. These peer networks can be an excellent source of practical advice from other firms that have already faced and overcome similar challenges, and a good registrar should be more than happy to use the strength and diversity of its client base to help you. In summary, while you may not have worked with a share registrar before the point at which you consider an IPO, you will find it an invaluable adviser and ally as your listed company grows.

Shares of international companies cannot always be settled in CREST. As a result, some international companies choose to issue Depositary Interests ('DI').

The DI is a method that allows overseas companies issuing shares to benefit from the competitive advantages of being electronically traded on one of the world's leading equity exchanges, such as the London Stock Exchange. This is achieved by a subsidiar y of your registrar (authorised by the Financial Services Authority) acting as custodian and depository. That body will then hold all the shares related to the DI for the shares that are listed in London. The instrument that is actually traded through CREST is a security in its own right, known as a DI – literally an interest in the depositor y shareholding. The International Security Identification Number ('ISIN') of the share is identical to that of the DI, so there is no requirement to list the DI separately from the share.

The advantage of a DI is that it looks, feels and behaves like a share. In addition, it gives you full transparency so that, for example, when it comes to investor relations, looking at a DI register is exactly like looking at a share register.

Your registrar will need to set up the necessary legal framework ahead of the IPO. That requires considerably more documentation – and time – than in the case of a UK or offshore company (which can be covered by a straightforward registrars' agreement because the relevant processes are all UK standard practice). In the case of a DI, the additional requirements can include a trust deed and depositary agreement, as well as a registrars' agreement if appropriate. Furthermore, Euroclear requires various legal opinions, such as a UK tax opinion and two legal opinions from the country in which the company is incorporated – for example the Netherlands, the British Virgin Islands or another jurisdiction.

There are further considerations around complying with local laws about where the share register (if one is allowed) can be kept, along with other compliance and disclosure requirements. There are also licences, takeover provisions and threshold limits to take into account. These considerations var y from jurisdiction to jurisdiction, so the registrar must undertake a good deal of preparatory work – both in London and the chosen country.

In essence then, the DI is an alternative solution for overseas entities, but one that requires an enormous amount of careful implementation on the part of the registrar to get right. So while it is a proven method – around 250 international companies have DIs in London – it is advisable to choose a registrar that has long experience of bringing DIs to market and, particularly, developing new and existing jurisdictions. While the timeline for an IPO will usually be set by the lead adviser, it is always the case, as we noted earlier, that the sooner you can get the registrar involved the better. And this is especially the case for DIs.