Division Of Corporation Finance Guidance On Operations After The Government Shutdown

On November 12, 2025, the 43-day U.S. federal government shutdown ended when legislation was enacted that funds most federal agencies until January 30, 2026, and the SEC Staff returned to work on November 13, 2025. Upon reopening, the Staff of the SEC's Division of Corporation Finance issued guidance regarding the processing of filings that were pending with the SEC during the government shutdown. As was the case following the 2018-2019 government shutdown, the Division now faces a significant backlog of filings that were submitted to the agency during the shutdown, as well as situations where filing reviews were commenced but not concluded prior to the shutdown.

The Division's post-shutdown guidance notes that companies filed over 900 registration statements during the shutdown, and that the Staff is "working expeditiously to clear the backlog of filings." The guidance addresses the following matters:

1. Registration Statements Without a Delaying Amendment. The Division indicates that if a company removed a delaying amendment or filed a new registration statement without a delaying amendment while the Division's operating status was closed during the government shutdown, the company does not need to amend the registration statement to add a delaying amendment now that the Division's operating status has changed to open following the end of the government shutdown. Similar to the guidance that the Division issued at the commencement of the government shutdown, the post-shutdown guidance notes that the liability and antifraud provisions of the federal securities laws apply to all registration statements, including those that go effective pursuant to Section 8(a) of the Securities Act, and the Division cautions that 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. In a change from the guidance issued on October 1, 2025 (as updated on October 9, 2025), the post-shutdown guidance no longer indicates that the Staff may ask companies to amend a registration statement to include the delaying amendment.
2. Continuation of Rule 430A Guidance. The Division reiterates the Rule 430A guidance that it provided on October 9, 2025, noting that "the Staff will not recommend enforcement action to the Commission if a company omitted the information specified in Rule 430A from the form of prospectus filed as part of a registration statement during the shutdown and such registration statement goes effective after the shutdown by operation of law pursuant to Section 8(a) of the Securities Act and Rule 459 thereunder."
3. Acceleration Requests. Consistent with the prior guidance, the post-shutdown guidance notes that the Staff will consider requests to accelerate the effective date of registration statements for which the delaying amendment was omitted, or that were amended to remove the delaying amendment, if such registration statements are amended to include a delaying amendment prior to the end of the 20-day period "and acceleration pursuant to Rule 461 is appropriate."
4. Pending Post-Effective Amendments. The guidance notes that, for any post-effective amendments to registration statements that were filed during the time when the Division's operational status was closed, the Staff will declare those post-effective amendments effective, unless the Staff hears from that company indicating that it does not want the post-effective amendment to be declared effective until a later time. Companies are encouraged to reach out to their assigned industry office as soon as possible if they want to delay the effective date of a pending post-effective amendment.
5. Pending Preliminary Proxy or Information Statements. The guidance indicates that those companies with pending preliminary proxy or information statements can file their definitive proxy or information statement once the 10-calendar-day period has expired; however, the Division notes that if the Staff had indicated that it would review the filing prior to the shutdown, the Staff will continue its review of the filing now that the Division's operational status is open.
6. Pending Exchange Act Registration Statements. The guidance indicates that pending Form 10 registration statements filed to register a class of securities under Section 12(g) of the Exchange Act will go automatically effective after 60 calendar days, and the Staff reminds companies that they will be subject to the current and periodic reporting requirements of the Exchange Act once the Form 10 goes automatically effective. The Staff notes that it may review subsequent periodic reports filed by the company under the Exchange Act.
7. Filing Reviews. The post-shutdown guidance notes that if the Staff had indicated that it was not reviewing a pending registration statement prior to the government shutdown, the company many now submit an acceleration request when ready. For those situations where a filing was under review before the government shutdown, the Staff will continue to review those filings in the order that they were received. With respect to those registration statements that included delaying amendments and were filed during the government shutdown, the Staff will process those filings in the order that they were received. This same approach applies to draft registration statements that were submitted during the government shutdown.

The post-shutdown guidance does not address other types of SEC submissions that require Staff action, such as no-action or interpretive requests. Consistent with the Division's practice following prior shutdowns, we expect that the Staff will respond to such requests in the order in which they were received.

Those companies that are seeking to list securities on an exchange in connection with an offering conducted pursuant to a Securities Act registration statement should continue to communicate with the exchange regarding their approach to listing securities when a Securities Act registration statement goes effective by lapse of time pursuant to Section 8(a) of the Securities Act.

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