SEC operations during the government shutdown

Under the Operations Plan, the EDGAR filing system will remain fully functional. Electronic filers may proceed with filings and transactions that do not require SEC staff review or approval, including, among others: periodic filings, Section 16 reports, proxy statements, registration statements and post-effective amendments to registration statements. Until the shutdown has ended, post-effective amendments to registration statements that would normally become effective automatically or after a certain period of time will become effective after the entire time period set forth in the applicable rules has passed. However, SEC staff will be unable to process requests for registration statement acceleration or offering statement qualification, review filings, provide interpretive advice, issue no-action letters, approve applications for registration by investment advisers, or conduct any other normal division activities. Accordingly, companies that do not use automatic shelf registration statements may experience delays.

The SEC staff will discontinue the following major functions during the shutdown:

• Reviewing and approving filings and registrations by registrants and regulated entities;
• Reviewing and approving filings regarding new financial products;
• Non-emergency enforcement, litigation, and examinations;
• Non-emergency rulemaking, interpretive advice, no-action letters, and applications for exemptive relief; and
• Routine oversight of self-regulatory organizations and the Public Company Accounting Oversight Board.

The SEC’s Division of Investment Management issued guidance on September 30, 2025, indicating that during the shutdown, post-effective amendments to registration statements filed by registered investment companies, which under the Securities Act become effective automatically either immediately upon filing or following the passage of a certain number of days, will become effective automatically after the entire time period set forth in the applicable rules. The SEC’s Division of Corporation Finance updated its guidance on October 1, 2025 to address registration statements and offerings during the shutdown. Among other things, the guidance provides additional information regarding registrants’ ability to file amendments to current registration statements to remove delaying amendments. Removing a delaying amendment could allow such registration statements to become automatically effective in 20 days, depending on the length of the shutdown. However, the Staff noted that companies should consider carefully the risks before doing so. The liability and antifraud provisions of securities laws apply to all registration statements, including those that go effective by operation of law under Section 8(a) of the Securities Act. Accordingly, before filing an amendment to remove the delaying amendment, a 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.

Filers should note that the Operations Plan does not delay a filer’s periodic or other filing obligations. As such, filers should plan to make any required filings that are otherwise due.

A limited number of SEC personnel will be available for certain limited filings-related tasks, including processing requests for EDGAR access codes and password resets, answering questions about fee-bearing EDGAR filings, and answering other emergency questions regarding EDGAR submissions. To submit a filing-related request or emergency question, contact the Division of Investment Management at IMEmergency@sec.gov or 202-551-6720, or contact the Division of Corporation Finance at CFEmergency@sec.gov, as appropriate.

Other electronic filing systems will also remain fully functional and continue to accept submissions, including the IARD, CRD, and Transfer Agent Registration filing systems.

In addition, ahead of the shutdown, the Office of Management and Budget directed agencies to consider issuing Reduction in Force notices for all employees in programs, projects, and activities (PPA) that meet the following criteria: (1) discretionary funding lapses on October 1, 2025; (2) another source of funding is not currently available; and (3) the PPA is not consistent with the President’s priorities. While the impact of the memo remains unclear, it raises uncertainty regarding whether temporary furloughs may become permanent layoffs, which could impact the SEC’s functions after a shutdown. 

The SEC’s guidance regarding a government shutdown may be subject to change based on, among other things, the length of the shutdown, the SEC’s available funds, and political developments.

UPDATE: On October 9, 2025, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance published updated guidance indicating additional flexibility for issuers filing registration statements during the government shutdown. While previous guidance cautioned issuers that Rule 430A, which allows for the omission of certain information from a registration statement, was not available for a registration statement in the absence of a delaying amendment, the new guidance makes Rule 430A available to registration statements that go effective by operation of law. Specifically, the Staff will not recommend enforcement action if an issuer omits the pricing information specified in Rule 430A from a prospectus filed as part of a registration statement during the shutdown that goes effective either during or after the shutdown by operation of law under Section 8(a) of the Securities Act of 1933 (the Securities Act). Accordingly, an issuer may commence an offering during the shutdown by amending a registration statement that omits the information specified in Rule 430A to remove the delaying amendment, and later providing updated pricing information in the final prospectus filed as a Rule 424(b) prospectus supplement after the registration goes effective by operation of law.

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If you have any questions about this Legal Briefing, please feel free to contact any of the attorneys listed or the Eversheds Sutherland attorney with whom you regularly work.