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Fort Lauderdale, Fla. (November 14, 2025) - Following the recent government shutdown, the SEC's Division of Corporation Finance (the "Division") has issued guidance in the form of Questions and Answers to help address questions from issuers with pending filings and to clarify how filings will be processed now that operations have resumed.
Over 900 registration statements were submitted during the shutdown, and the Division is now working to clear the backlog.
Key Takeaways:
- Registration statements filed without delaying amendments during the shutdown may become effective automatically after 20 days under Section 8(a) of the Securities Act.
- The SEC staff will not recommend enforcement action if an issuer omitted information specified in Rule 430A in its form of prospectus filed during the shutdown and the registration statement goes effective by operation of law under section 8(a).
- Acceleration of effectiveness is possible for registration statements filed without delaying amendments during the shutdown if amended to include a delaying amendment prior to the end of the 20-day period and Rule 461 criteria are met.
- Post-effective amendments filed during the shutdown will be declared effective unless the issuer requests otherwise.
- Definitive proxy or information statements may be filed if the 10-day period has expired, though staff review will continue if under review prior to the shutdown.
- Form 10 filings will go effective after 60 days, triggering Exchange Act reporting obligations.
- Filings under review prior to the shutdown will be reviewed in the order received.
- Filings including draft submissions made during the shutdown will be processed and reviewed in the order they were received.
SEC Q&A Table (also available here).
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
