Absent action by Congress, a lapse in appropriation will occur following the end of the federal government's fiscal year on September 30. In the event of a lapse in appropriations, it is expected that the SEC's normal operations will be curtailed, as has been the case in prior government shutdown situations.
Unlike in prior potential shutdown scenarios, the SEC has not yet posted on its website any notification or guidance regarding the agency's operations. The most recent government shutdown guidance was provided by the Staff of the SEC's Division of Corporation Finance in March 2025. In the event that a government shutdown occurs, it is expected that the SEC may provide updates on its website regarding any change in its operating status.
Based on the most recent Division of Corporation Finance guidance, the following are key considerations for navigating a government shutdown:
- If the SEC's operations cease due to a lapse in appropriations, the Staff is generally prohibited from working during the course of the government shutdown.
- When the SEC's operations cease due to a government shutdown, the Staff will not be able to declare any registration statements effective (including post-effective amendments to registration statements), and the Staff will not be able to qualify Form 1-A offering statements.
- During the a government shutdown, an issuer may file a post-effective amendment to a Securities Act registration statement on EDGAR, but the Staff will not be able to declare that post-effective amendment effective, so issuer should consider whether it is appropriate to update a registration statement by prospectus supplement.
- If an issuer does not price an offering within the 15-day time period provided in Rule 430(a), the Staff indicates that the issuer may file post-effective amendments, as necessary, under Rule 462(c) to restart the 15-business-day period so that, at the time of pricing, the issuer will be able to include the pricing information in a Rule 424(b) prospectus supplement.
- The Staff notes in its guidance that an issuer can elect to amend to remove a delaying amendment while the SEC is shut down, but Staff may request that the issuer amend the filing to include the delaying amendment if and when the SEC's operations resume following the government shutdown.
- A company does not need to hear from the Staff regarding a preliminary proxy statement during the ten-day period before the company may file definitive proxy materials, but it is possible that the Staff would review preliminary proxy statement when the SEC's operations resume following the government shutdown.
- During a government shutdown, the Staff will not be able to respond to any written or oral guidance for legal or interpretative questions, including Rule 14a-8 no-action letters.
- The Staff may consider a request for emergency relief under Rule 3-13 of Regulation S-X under an exception for emergencies involving the protection of property, and the Staff has established a mailbox for receiving such requests: CFEmergency@sec.gov.
- Days during which the government is shut down are considered "business days" for purposes of the SEC's rules involving day counting, because the term "business day" is defined as any day other than a Saturday, Sunday, or federal holiday.
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.
