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The Securities and Exchange Commission’s Division of Corporation Finance issued new guidance on November 13, 2025, to explain how it will handle registration statements and other filings submitted during the recent federal government shutdown. The Division reported that issuers filed more than 900 registration statements while staff could not conduct normal reviews, and it now aims to work through that backlog in filing date order.
The guidance takes the form of a detailed questions-and-answers document. It focuses on how automatic effectiveness, delaying amendments, proxy materials, and Form 10 registrations will move forward now that the Division has resumed full operations.
Many companies removed delaying amendments or filed new registration statements without them during the shutdown, so those SEC filings could become effective by operation of law after 20 days. The Division confirmed that issuers do not need to reinsert a delaying amendment in those statements. It also reminded companies that anti-fraud and liability provisions still apply and that they must avoid material misstatements or omissions.
Some issuers chose to rely on Securities Act Rule 430A and filed prospectuses that omitted pricing or other information that depends on pricing. The Division stated that staff will not recommend enforcement action if those registration statements become effective after the shutdown, with that information still missing, so long as they otherwise comply with the law. Issuers that want an earlier effective date may request acceleration if they add a delaying amendment before the 20-day period ends and satisfy Rule 461 conditions.
The Division also addressed post-effective amendments that companies filed while the government shut down. Staff will declare those amendments effective unless a company contacts its industry office and asks to delay effectiveness until a later date.
For proxy and information statements, the Division confirmed that issuers may file definitive materials after the standard ten calendar days have passed. However, if staff previously indicated that it would review a preliminary filing, it will continue that review even though operations have restarted.
The guidance further explains how staff will treat Exchange Act registration on Form 10. Forms 10 filed shortly before or during the shutdown will become effective after 60 calendar days, which then triggers current and periodic reporting obligations. The Division also noted that companies that earlier received a “no review” decision on a pending registration statement may now submit an acceleration request when they are ready.
Issuers now have clearer expectations about timing and may still face delays as staff manage the heavy workload from the backlog carefully.
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