RELATED UPDATE: SEC Guidance Update: How to Launch an IPO During the Government Shutdown (October 15, 2025)
On Oct. 1, 2025, the United States government shut down and the U.S. Securities and Exchange Commission (SEC) entered operation in an extremely limited capacity, with limited SEC staff members (Staff) only available to respond to emergency situations focusing on the SEC’s mission of market integrity and investor protection. All normal SEC operations cease during the shutdown. The Staff will not be able to declare registration statements effective, review or comment on filings, issue no-action letters or provide interpretive advice. This can have an impact on companies with pending or planned capital markets transactions. The last government shutdown was in December 2018 and lasted 34 days.
EDGAR Filing System is Open
The EDGAR filing system will remain open and accessible by public companies. Filing deadlines under the Securities Exchange Act of 1934 remain applicable. Days the SEC is shut down are still considered “business days” for purposes of counting filing deadlines. Companies remain responsible for complete and accurate disclosure and should continue to file all required periodic and current reports under the Exchange Act. Limited Staff will be available to process new EDGAR access codes and password resets and answer questions about filing fees and submission emergencies.
Staff Review is Paused
The Staff will not declare registration statements effective, process new or pending registration statements, provide interpretive advice, send comment letters, issue no-action letters regarding stockholder proposals or conduct normal activities during the shutdown. While the Staff will not be providing comment letters or responses, companies can continue to submit response letters via EDGAR. The Staff will not process applications for exemptive relief (unless a registrant can show that the protection of property would be compromised in a significant way).
Effect on Access to the Capital Markets
The government shutdown can cause challenges for companies seeking to access the capital markets, in particular companies looking to conduct an initial public offering (IPO) and for public companies that do not qualify as a “well-known seasoned issuer” (WKSI) or a non-WKSI with an already effective registration statement on Form S-3 or F-3.
WKSIs and non-WKSIs with effective registration statement: For WKSIs, Forms S-3 and F-3 are automatically effective upon filing, eliminating the need for Staff review. WKSIs and non-WKSIs with an already effective registration statement on Form S-3 or F-3 can continue to access the capital markets through shelf takedowns and filing prospectus supplements.
Non-effective registration statements for non-WKSIs or new registration statements: For a non-WKSI with a filed registration statement that has not yet been declared effective, it can consider filing an amended registration statement to remove the “delaying language” required by Rule 473 of the Securities Act of 1933, which deems the registration statement effective after 20 days. Likewise, a non-WKSI can file a new registration statement without the delaying language to go effective after 20 days. Form S-4 and F-4 registration statements used in connection with business combination transactions can also omit the delaying language. For any registration statement that omits the delaying language, the following language is required to be in the filing, and the registration statement must be final (including all information required by the form and the price of securities to be sold) to start the 20-day clock:
“This registration statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933.”
Once the delaying language is removed or omitted, if a company does not want the registration statement to become effective after 20 days, it can file (i) another pre-effective amendment restarting the 20-day clock or (ii) another pre-effective amendment including the appropriate language from Rule 473(a) of the Securities Act.
Companies should take into consideration and discuss with their legal counsel the liability and antifraud provisions of the federal securities laws, as they apply to all registration statements that go effective by operation of law pursuant to Section 8(a) of the Securities Act. Registration statements should not contain material misstatements or omissions of material information required to be stated therein or necessary to make the statements therein not misleading.
Traditional IPOs: Traditional IPOs rely on Rule 430A of the Securities Act to omit pricing information at the time of effectiveness. Registration statements used in IPOs cannot rely on Rule 473 of the Securities Act, and therefore, cannot go effective automatically after 20 days.
Proxy Materials: The Staff will not be reviewing or responding to no-action requests seeking exclusion of stockholder proposals from proxy statements and will not be reviewing preliminary proxy statements during the shutdown. Companies can file and mail definitive proxy statements 10 days after filing the preliminary proxy statement.
Next Steps
To best position your company to execute its goals regarding the capital markets during the shutdown or immediately after the shutdown, you should discuss your company’s goals with legal counsel to determine your filing options and ability to access the capital markets, including seeking capital through a private placement. If access to the capital markets is not available to you during the shutdown, you should consider preparing the necessary documentation and filings required to file and begin the Staff’s review as soon as the government reopens. If you have filed, but are currently waiting for Staff review and effectiveness, you can best position yourself for when the government reopens by working with your various representatives to ensure financials, audit reports, committee reviews, opinions and other required documents are finalized. While the SEC is operating at extremely limited capacity, this is the time for companies to prepare and be prepared to take action as soon as the government reopens.
The SEC’s Division of Corporation Finance’s full guidance regarding the shutdown can be found here. Should you need to contact the SEC during the shutdown for an emergency matter, the emergency Staff contact information can be found here on page 15.