The SEC's longstanding target is to provide initial comments on a Form S-1 within 30 days after filing. For its fiscal year ended September 30, 2012, the SEC reported that the staff provided initial comments on all Securities Act filings (covering both IPOs and non-IPOs) in an average of 24.9 calendar days—equal to the 2007-2011 average—but slightly longer than the average of 24.4 calendar days in the preceding fiscal year. The SEC does not separately report this statistic for IPOs, and individual response times for initial IPO comments can vary in relation to overall filing volumes. In a slow market, initial comments can arrive in as little as 20 calendar days; when deal volumes surge, the 30-day standard may be missed by up to a week, although usually not more. In 2012, the 30-day standard was missed by a single IPO, and by only two days.

Unlike its 30-day target for initial comments on a Form S-1, the SEC has not committed to any specific timing objective for the staff to review and comment on the company's responses. The time required for SEC review will depend on the volume and nature of the staff's comments and the company's changes to the Form S-1, the quality of the company's response, staff workloads, SEC filing volumes, and other factors.

Based on our review of the filings for all US IPOs completed between 2010 and 2012, set forth below is the elapsed time (in calendar days) between Form S-1 filings and SEC comment letters. The ranges represent the 25th and 75th percentiles. Data beyond the fourth Form S-1 amendment is not presented because external factors, such as market conditions, often begin to affect company response times as the anticipated date for the road show approaches. Overall, time periods lengthened modestly for 2012 IPOs, compared to the prior two years. (The data below covers both public filings and confidential submissions by emerging growth companies under the JOBS Act.)

Elapsed Time Between Form S-1 Filings and SEC Comment Letters