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At 12:01 am. on Wednesday, October 1, 2025, the federal government of the United States partially shut down. While the exact length of the shutdown is unknown, given the current political climate and the comments that have been made by lawmakers on both sides of the aisle, there is a significant possibility that it will last for at least several weeks.
The shutdown will deeply impact nearly all federal agencies, including the Securities and Exchange Commission (SEC). During the shutdown, the SEC will remain open but will operate with an extremely limited staff, and its overall operations and procedures, including those of the Division of Corporation Finance (Division), will be significantly curtailed.
To help registrants and other filers navigate the uncertain road ahead, the Division posted to its website a Q&A regarding certain key points for public issuers, which are summarized below.
Impact on EDGAR Filings
The SEC's EDGAR filing system will remain operational during the shutdown, and will be available to accept reports, registration statements, proxy statements, and other filings. Thus, public companies must continue to file, in a timely manner, all reports required under the Securities Exchange Act of 1934 (Exchange Act), and those persons subject to reporting under Sections 13 and/or 16 of the Exchange Act must continue to fulfill their filing obligations. When calculating filing deadlines, days during which the government is shut down are still considered "business days." The SEC will also maintain a limited number of technical staff to process requests for EDGAR codes and answer fee-related questions.
Impact on Effective Registration Statements
Issuers that have an effective registration statement that they determine must be updated before proceeding with an offering should not proceed with the offering until the prospectus is updated. In this situation, the issuer and its representatives will have to determine whether the issuer can update the prospectus without filing a post-effective amendment. If a post-effective amendment is required, the SEC will not be able to declare that amendment effective until the shutdown is over.
Impact on Pending Registration Statements
During the shutdown, the staff of the Division (Staff) will not review or issue comments regarding registration statements, nor will the Staff grant acceleration requests. As a result, issuers will have limited opportunities to take their registration statements effective and complete their planned public offerings.
For existing registration statements, including those with respect to which there are unresolved Staff comments, issuers may choose to file an amendment to remove the delaying amendment language required by Rule 473(a) of the Securities Act of 1933 (Securities Act) so that the registration statement will automatically become effective 20 days thereafter. The SEC cautions that issuers should consider carefully the risks of this course of action and should evaluate their particular facts and circumstances before doing so, particularly in light of the fact that the liability and antifraud provisions of the federal securities laws apply to all registration statements, including those that would go effective by operation of law if the delaying amendment is removed.
Issuers pursuing this approach should note that, in addition to removing the delaying amendment language, they also must include in the amended registration statement the language prescribed by Rule 473(b) of the Securities Act. Also, any amendment filed using this approach must include all required information, including pricing information, since Rule 430A of the Securities Act is not available with respect to registration statements that become effective as a result of the removal of the delaying amendment (as opposed to being formally declared effective by SEC action).
If the shutdown ends before the registration statement becomes effective, the SEC may request that the registration statement be amended to include the delaying amendment (thereby giving the SEC further time to complete its review process), and even if the registration statement has become effective, the SEC reserves the right to request further amendments.
Impact on Newly Filed Registration Statements
During the shutdown, issuers can file new registration statements without a delaying amendment. Doing so would involve similar risks and considerations as described under "Impact on Pending Registration Statements" above.
Impact on Shelf Takedowns
Well-known seasoned issuers can continue to file shelf registration statements on Form S-3 or F-3, which registration statements will continue to be automatically effective upon filing, and thereafter such issuers will be able to effect takedowns from those registration statements and file prospectus supplements with respect to such offerings. Also, all registrants that have a currently effective shelf registration statement can continue to effect takedowns from those registration statements and file prospectus supplements with respect to such offerings.
Impact on Proxy Statements
During the shutdown, the Staff will not review preliminary proxy or information statements. Registrants that file a preliminary proxy or information statement can file a definitive proxy or information statement (and provide definitive materials to shareholders) as long as at least 10 calendar days have elapsed between the filing of the preliminary proxy or information statement and the date definitive materials are sent or given to shareholders. The Staff may review previously filed proxy or information statements after the shutdown ends.
Impact on Staff Responses
The Staff will not review or respond to requests for written or oral guidance on legal and interpretive questions during the shutdown. This includes any written requests for no-action, interpretive or exemptive letters relating to legal issues under the federal securities laws, including Rule 14a-8 under the Exchange Act.
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.
