After the government reopened on November 13, 2025, the United States Securities and Exchange Commission (SEC) issued a statement including questions and answers (Q&A) related to filings made during or after the federal government shutdown. The SEC noted that more than 900 registration statements were filed during the shutdown.

In the Q&A, the SEC confirmed the below points.

• Filings without the delaying amendment. If, during the shutdown, a company amended a registration statement to remove the delaying amendment and include the language provided by Rule 473(b) of the Securities Act of 1933 (Securities Act), or filed a new registration statement without a delaying amendment, the registration statement will become effective after 20 days have passed by operation of law, pursuant to Section 8(a) of the Securities Act and Securities Act Rule 459. The SEC also indicated that the liability and antifraud provisions of the federal securities laws apply to all registration statements, and that companies should ensure registration statements do not contain material misstatements or omissions.
• Omission of Rule 430A information. The SEC staff would not recommend enforcement action if 1) 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 2) such registration statement goes effective after the shutdown by operation of law pursuant to Section 8(a) and Rule 459.
• Acceleration requests. For registration statements filed without delaying amendments during the shutdown, and where the 20-day period has not expired, the SEC staff will consider requests to accelerate the effective date if such statements are amended to include delaying amendments before the end of that period.  If, prior to the shutdown, the SEC had indicated that it would not review a pending registration statement, a company can submit an acceleration request.
• Post-effective amendments. Post-effective amendments filed during the shutdown will be declared effective unless the company requests a later effective date.
• Preliminary proxy statements and preliminary information statements.  Companies that filed preliminary proxy or information statements during the shutdown can file definitive proxy statements or information statements if the ten-calendar-day period has expired, unless the SEC had indicated prior to the shutdown that it would review the filing.
• Forms 10. Forms 10 filed before or during the shutdown to register securities under Section 12(g) of the Securities Exchange Act of 1934 will automatically become effective after 60 calendar days. 
• SEC review. The SEC staff will resume review of registration statements that were under SEC review at the time of the shutdown in the order in which they were received. The staff will also process filings, including draft submissions, made during the shutdown in the order received.  In “processing a filing,” the SEC staff will assess whether a filing will undergo a full or a targeted review, or no review – in which case an issuer can coordinate with Division of Corporation Finance staff on the acceleration of the registration statement’s effectiveness.

Companies are encouraged to review the SEC’s statement in its entirety before making new filings or amending existing filings with the SEC.

For more information, please contact the authors. 

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