Navigating SEC Filings During a Government Shutdown

What Is a Government Shutdown?

A government shutdown occurs when Congress fails to pass appropriations legislation to fund federal agencies. Under the Anti-deficiency Act, agencies like the SEC must cease non-essential operations until funding is restored.

How Will You Be Notified?

Updates on the SEC’s operating status will be posted on SEC.gov.

Key Impacts for Public Companies

What Continues

• EDGAR Filings: EDGAR remains operational and will accept filings.
• New Registrations & Amendments: Accepted by EDGAR but not processed.
• Shelf Takedowns: Permitted from already effective shelf registration statements.
• Emergency Relief Requests: May be considered under Rule 3-13 of Regulation S-X if property protection is at risk.
• Tips & Complaints: TCR system remains open for urgent fraud reports.

What Is Suspended

• Acceleration of Registration Statements
• Qualification of Form 1-A Offerings
• Interpretive Guidance & No-Action Letters
• Review of Proxy Statements
• Rule 14a-8 No-Action Requests
• FOIA Requests & Public Reference Room Access
• Investor Outreach & Routine Communications

Filing Considerations During Shutdown

• Delaying Amendments: Removing them may allow registration statements to go effective after 20 days but carries legal risk. Companies must ensure filings are complete and accurate consider such filings with the appropriate legal advisors.
• Business Days: The term business day means any day other than a Saturday, Sunday, or federal holiday, regardless of the operating status of the Division of Corporation Finance.

For urgent matters (e.g., fee calculations or emergency filing relief), contact: email: CFEmergency@sec.gov Phone: (202) 551-3100