Corp Fin Q&As on filing during a government shutdown
Defining Issues | November 2025
KPMG highlights the SEC’s Q&As to help companies navigate filing matters during a government shutdown.
The SEC’s Division of Corporation Finance (Corp Fin) has issued Questions and Answers (Q&As) on certain filing matters that may arise during a US federal government shutdown.
Update on November 13, 2025. With the re-opening of the US federal government, Corp Fin has resumed normal operations. Beginning on November 13, 2025, companies should no longer follow Corp Fins Q&As associated with actions during a government shutdown. To assist companies that filed registration statements and other forms during the government shutdown, Corp Fin published another set of Q&As that are intended to help companies address common questions associated with pending filings submitted during the shutdown. These Q&As address matters specifically related to filings made during the shutdown, such as, but not limited to:
- The status of registration statements filed without a delaying amendment.
- Requesting acceleration of a registration statement's effective date.
- The omission of pricing-related information under Rule 430A.
- The process for post-effective amendments to become effective.
- Filing definitive proxy statements after the required waiting period.
- The automatic effectiveness of Form 10 registration statements.
The staff of Corp Fin will process filings made during the shutdown that included the delaying amendment language in the order they were received. Similarly, the staff will review draft submissions in the order of receipt. Response times may be longer than usual.
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 during US federal government shutdowns
Key impacts
During a US federal government shutdown, the SEC is usually closed, except for a limited number of essential personnel. As a result of a shutdown and limited resources available, 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 a 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
Explore more
Resource
Emergency Rule 3-13 waiver requests during a government shutdown
KPMG highlights the SEC’s Q&A on requests for emergency relief under Rule 3-13 during a government shutdown.
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