What to Know About the Effect of the U.S. Government Shutdown on the SEC

UPDATE: On October 9, 2025, the staff of SEC’s Division of Corporation Finance published updated guidance that provides significant flexibility for companies filing registration statements during the government shutdown.

The guidance, revises the staff’s prior guidance concerning Rule 430A, which permits issuers to omit certain pricing-related information from the prospectus in a registration statement at the time it is declared effective. The updated guidance notes that “[b]ecause the staff is not available to review or accelerate the effectiveness of registration statements during the shutdown, we will not recommend enforcement action to the Commission if a company omits 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, either during or after the shutdown, by operation of law pursuant to Section 8(a) of the Securities Act.”

As a result, companies seeking to go public by removing the delaying amendment from a registration statement can include a price range instead of a fixed price in a registration statement, and provide an updated price in a final prospectus that is added through means of a Rule 424(b) prospectus supplement after the registration statement becomes effective, as you would normally do in an IPO. This method would still require waiting 20 days for effectiveness.

At 12:01 a.m. on Wednesday, October 1, 2025, the U.S. government shut down for the first time since 2019. It remains to be seen how long it will be until the government reopens, but an extended shutdown could have significant impacts on capital markets.

During the shutdown, the U.S. Securities and Exchange Commission (SEC) may remain technically “open” but with an extremely limited staff. While the government is shutdown, the Staff of the Division of Corporation Finance will not be able to accelerate the effectiveness of registration statements. The SEC’s Electronic Data Gathering, Analysis, and Retrieval system (EDGAR), however, will remain open to accept filings.

On the evening of September 30, 2025, the Staff published some guidelines addressing frequently asked questions. The Staff’s guidance is generally consistent with guidance that it has provided in anticipation of previous government shutdowns.

Some notable highlights are discussed below.

Impact of a Government Shutdown on the SEC’s Operating Status

During a government shutdown, the SEC will conduct its operations in accordance with its Operations Plan Under a Lapse in Appropriations and Government Shutdown. In general, a lapse in appropriations requires the SEC to substantially curtail its operations.

Electronic Filings

During a shutdown, issuers will still be able to continue to submit filings using the EDGAR system, because EDGAR operates under a continuing contract that is not affected by the lapse in appropriations.

Depending on the length of the government shutdown, it is possible that EDGAR could cease operations, but as long as EDGAR remains up and running, issuers, investors, insiders, and others must continue to submit their filings in accordance with existing deadlines.

Any business days during which the government is shut down will still be considered “business days” for the purposes of the SEC’s rules. In other words, there is no tolling of deadlines as a result of the shutdown.

Requests for Acceleration or Qualification

During a government shutdown, the Staff cannot declare registration statements or post-effective amendments effective nor qualify Form 1-A offering statements.

Delaying Amendments

When the Staff is unable to respond to acceleration requests, an issuer may elect to file an amendment to a pending registration statement to remove the delaying amendment so that the registration statement would be effective in 20 days; however, the Staff notes that issuers should carefully consider the risks associated with this course of action and should evaluate their particular facts and circumstances before doing so.

The Staff reminds issuers that the liability and antifraud provisions of the federal securities laws apply to all registration statements, including those that become effective by operation of law pursuant to Section 8(a) of the Securities Act. The Staff cautions that an issuer 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 addition, simply omitting the delaying amendment in an amendment to a registration statement will not cause the 20-day period to begin to run. Instead, an issuer 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.” A registration statement must be final and include all information required by the form, subject to the updated guidance on Rule 430A discussed above.

If the SEC Staff returns while a pending registration statement that does not include a delaying amendment has not yet gone effective, the Staff may ask that the issuer amend the registration statement to include the delaying amendment, and the Staff may seek to resolve any outstanding, unresolved comments. The Staff will consider a request to accelerate the effectiveness of a pending registration statement that does not include a delaying amendment only if the registration statement is amended to include the delaying amendment prior to the end of the 20-day period and an appropriate acceleration request is submitted to the SEC pursuant to Rule 461. An issuer may also replace the delaying amendment by filing the appropriate language from Rule 473(a).

During a government shutdown, the SEC may still be in a position to issue a stop order under Section 8(d) of the Securities Act of 1933 or take other emergency actions, if necessary. Once the SEC resumes operations, the Staff may request that an issuer amend its registration statement, even if it has become effective by operation of Section 8(a).

Updating an Effective Registration Statement or a Qualified Form 1-A

If an issuer has an effective registration statement and determines that it must update the information in the prospectus included as part of the registration statement before commencing the offering, the Staff indicates that the issuer should not go forward with the offering before updating the prospectus, and the issuer and its representatives will have to decide whether the issuer can update the prospectus without filing a post-effective amendment.

During a government shutdown, the issuer can file a post-effective amendment on EDGAR, but the Staff will not be in a position to declare that post-effective amendment effective. The same considerations apply in the case of an offering statement update with respect to a previously qualified Form 1-A.

Pricing Information

If an issuer does not price an offering within the 15-day time period provided in Rule 430A, the issuer may file a post-effective amendment, 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, however, that an issuer cannot rely on Rule 462(c) to include pricing information if the post-effective amendment includes substantive changes from, or additions to, the prospectus in the effective registration statement.

As noted above, pursuant to the Staff’s updated guidance a prospectus may omit certain information, including pricing and price-dependent information, from the form of prospectus filed as part of a registration statement that goes effective through operation of law.

Proxy and Information Statements

For issuers that have filed a preliminary proxy statement or preliminary information statement prior to the beginning of a government shutdown or during a government shutdown, Rules 14a-6 and 14c-5 only require that a preliminary proxy or information statement be filed at least 10 calendar days prior to the date definitive copies are first sent or given to security holders, and as a result there is no need to hear from the Staff regarding the Staff’s review of the preliminary proxy statement or preliminary information statement before filing definitive materials once the 10-calendar-day period has passed.

The Staff may review an issuer’s preliminary proxy statement or preliminary information statement after the SEC’s operating status changes.

No-Action, Exemptive, and Interpretive Advice

The Staff will not be able to review or respond to requests for written or oral guidance on legal and interpretive questions during a government shutdown, including any written requests for no-action, exemptive, and interpretive letters relating to legal issues under the federal securities laws.

We will continue to monitor the SEC’s operating status and provide updates as they become available.