Corp Fin issues Q&As resulting from the government shutdown
Defining Issues | October 2025
The Division of Corporation Finance has published Q&As to help companies navigate filing matters during the government shutdown.
The SEC’s Division of Corporation Finance (Corp Fin) has issued Questions and Answers on certain filing matters that may arise during the US federal government shutdown.
Applicability
SEC.gov | Division of Corporation Finance
- Public companies – domestic and foreign private issuers
- Companies that have filed or will be filing registration statements in public offerings during the government shutdown
Relevant dates
- Effective immediately
Key impacts
In connection with partial US federal government shutdown, the SEC has been closed, except for a limited number of essential personnel, since October 1, 2025. As a result of the shutdown and limited resources available, the SEC’s Division of Corporation Finance (Corp Fin) is only available to address emergency filing matters.
Due to its inability to perform its regular duties, the staff of Corp Fin issued Questions and Answers (Q&As) to address matters relating to registration statements, offering statements, proxy materials, waiver requests and other questions regarding filings and other federal securities laws matters.
The Q&As address matters specifically related to the shutdown such as, but not limited to:
- Updating information prior to commencing an offering
- Pricing an offering within the 15-day rule for an effective registration statement
- Removing the delaying amendment language
- Filing a new registration or offering statement
- Rule 3-13 waiver requests
- Filing proxy materials
- Undertaking a shelf takedown
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