As a peculiar phenomenon of China’s capital market, IPO over-financing has become an important topic to the China Securities Regulatory Commission (CSRC), financial media and scholars. This paper discussed the relationship between internal governance and the use of IPO over-financing from 2006 to 2010. According to the purpose of the study, this paper constructs two models. 372 samples were obtained. Corporate governance data and related financial data come from the CSMAR database. We found that the internal governance mechanisms can effectively alleviate the IPO over-financing. Chairman as general manager, high currency pay for executives can both cause overinvestment by IPO over-financing, but the improvement of the company’s equity balance degree can reduce that. In addition, IPO over-financing of overinvestment of non-listed state-owned listed companies was more severe than that of the state-owned listed company. This study provides the appropriate policy recommendations for state securities regulators to ensure the rational and effective use IPO over-financing.