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At the strike of midnight on Wednesday, October 1, 2025, the U.S. government shut down due to a lapse in appropriations. Roughly three weeks later, the Senate failed to advance legislation that would reopen the government. The shutdown will almost certainly extend into the final week of October, with no clear end in sight.
Almost all federal agencies are impacted by the government shutdown, including the Securities and Exchange Commission (SEC or the Commission) and its Division of Corporation Finance (the Division)1, which oversees the registration of securities, filing of corporate disclosures and operation of the Electronic Data Gathering, Analysis, and Retrieval system database (EDGAR). EDGAR is the central filing repository of required public company, mutual fund, insider and some private company filings. To provide guidance to issuers and filers during the shutdown, the Division published a series of on the SEC's website (most recently updated on October 9, 2025). We've summarized the noteworthy items below.
Impact on the Division
During a government shutdown stemming from a lapse in appropriations, the Division's activities are significantly tightened. A limited number of personnel in the Division remain operational primarily for purposes of handling emergency filing relief (e.g., granting of EDGAR codes) and fee calculation matters.
Impact on EDGAR Filings
During this period, the EDGAR database will remain functional and continue to accept registration statements, offering statements, corporate disclosures, reports and other filings. As such, issuers subject to existing deadlines must continue to report and file accordingly2. In determining filing deadlines during a government shutdown, the term "business days" maintains its standard definition—any day other than a Saturday, Sunday or federal holiday—and includes such days in which the government is shut down.
Impact on Effective Registration Statements and Qualified Form 1-A Offerings
As a technical matter, issuers may continue to file updates to registration statements and offering statements; however, the Division will not be in a position to review and deem any such amendments effective or qualified. As such, the Division recommends putting a hold on plans to move forward with registration statements and Form 1-A offerings until they are properly amended.
Impact on Anticipated and Pending Registration Statements, Form 1-A Offerings and Proxy Statements
Consistent with the above, as a technical matter, issuers may continue to file registration statements and offering statements. However, the Division will not have the capacity to review, comment and consider such statements effective or qualified. Further, the Division will not grant acceleration requests to declare registration statements effective, and offering statements (pursuant to Regulation A) qualified, by the Commission. Therefore, issuers with plans to proceed with securities offerings during this time will have a narrow path in doing so. Notably, the recovering initial public offering (IPO) market of 2025 has come to a screeching halt as new issuances are sidelined. Issuers may wish to consider short-term financing options if they had planned on pricing an IPO during the Fall offering season.
As it relates to filing registration statements (including those with delaying amendments), some have suggested that issuers may consider filing (or filing amendments to remove their delay, such that the statement becomes effective in 20 days) using a little used provision in Section 8(a) of the Securities Act of 1933, as amended. Without language delaying effectiveness of a registration statement, it becomes effective after 20 days unless the Commission or its staff issue a stop order. Generally, nobody tries this approach, as the regular path to effectiveness is to utilize the staff review process, and attempting to bypass that process is considered an aggressive and somewhat hostile tactic. The staff have put the message out cautioning any issuer that might have this idea during the shutdown:
Q: "Now that the shutdown is in effect, can I file an amendment to my current registration statement to remove the delaying amendment so my registration statement will be effective in 20 days?"
A: "As a technical matter, you may. All companies, especially those conducting initial public offerings of securities, should consider carefully the risks of this course of action and should evaluate their particular facts and circumstances before doing so.
The liability and antifraud provisions of the federal securities laws apply to all registration statements, including those that go effective by operation of law pursuant to Section 8(a) of the Securities Act. The company and its representatives should ensure that the registration statement does not contain any material misstatements or omissions of material information required to be stated therein or necessary to make the statements therein not misleading.
If you choose to remove the delaying amendment described in Rule 473(a), your registration statement will not become effective until 20 days have passed. If you further amend your registration statement before it has become effective, the 20-day period will restart.
Simply omitting the delaying amendment from an amendment will not begin the 20-day period. A company that intends to remove the delaying amendment must amend its registration statement to include the following language provided by Rule 473(b) – "This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933." Subject to a company's reliance on Rule 430A (as discussed below), the registration statement must also be final: you must amend to include all information required by the form, including the price of the securities to be sold."
Issuers contemplating such a decision should consider risks associated with material misstatements, omissions of material information and other flaws that may consider their statement misleading. In instances in which an issuer elects to amend to remove a delaying amendment, and the SEC subsequently becomes operational within the 20-day period before such registration statement becomes effective, the SEC warns that they may ask such issuer to re-amend the registration statement to include the delaying amendment. Filings must also be complete, as described above, including all required financial statements, exhibits and consents.
Shelf takedowns from already effective registration statements may proceed and definitive proxy materials may be sent after the required 10-day waiting period without staff comment.
Impact on Division Correspondences
The Division's operations will be severely curtailed during the shutdown period. As such, there will be minimal—if any—response to requests for written or oral guidance on legal and other interpretive issues. This includes requests for no-action, exemptive and interpretive letters pertaining to federal securities laws. Issuers should be cautious of preemptively viewing their filing material as complete and offering securities without a properly qualified or effective offering or registration statement.
Regular consultation with legal counsel is strongly recommended during this interim period without Division operations and staff guidance. For further guidance or assistance navigating SEC filings during the ongoing shutdown, please contact the Manatt professional with whom you work, or reach out to any of the authors listed here.
Footnotes
1 Approximately 90% of SEC staff are not working during the shutdown, with those working more heavily weighted to enforcement and market surveillance functions. Commissioner Hester Peirce Fireside Chat. CfPA Regulated Crowdfunding Summit, Washington, D.C., Oct. 22, 2025.
2 EDGAR is operated under contract by a third party. The funding needed under the SEC's agreement with the vendor will last a few weeks, though it is possible the vendor will keep the database operating in the expectation of being paid when the shutdown ends.
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.
