On November 13, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC”) issued guidance regarding its operations immediately following the government shutdown. The guidance, which is in a questions-and-answers format, is aimed at addressing questions that filers may have regarding their pending SEC filings. In the guidance, the Division notes that it is working expeditiously to clear the backlog of over 900 registration statements filed during the government shutdown (and confirmed that filings will be reviewed in the order they were received).
We summarize below the main points from the guidance.
- Division staff will process filings made while the Division was closed in the order in which they were received.
- It is, however, unclear from the guidance whether the Division staff will adhere to its usual 30-day review period while it clears its backlog of filings.
- A company that removed a delaying amendment or filed a new registration statement without a delaying amendment while the Division was closed does not need to amend its filing to add a delaying amendment now that the Division is open. The company should, however, ensure that the registration statement does not contain material misstatements or omissions.
- A delaying amendment is an amendment to a registration statement that includes a statement that delays the registration statement’s effectiveness until it is declared effective by the SEC.
- The Division staff will not recommend enforcement action if, under Rule 430A of the Securities Act of 1933 (the “Securities Act”), a company omitted pricing and price-dependent information from its registration statement filed during the shutdown without a delaying amendment and that registration statement goes effective after the shutdown.
- This restates the staff’s earlier guidance during the government shutdown and provides IPO companies and other companies relief under Rule 430A, which ordinarily permits pricing and price-dependent information to be omitted from a registration statement only if it is declared effective by the SEC.
- The Division staff will consider requests to accelerate the effective date of registration statements that are subject to the 20-day automatic effectiveness period if such registration statements are amended to include a delaying amendment prior to the end of the 20-day period.
- Companies that filed post-effective amendments while the Division was closed do not need to request the staff to declare those amendments effective; the staff will declare them effective unless the company indicates to the contrary.
- Companies that filed preliminary proxy statements while the Division was closed can file definitive proxy statements (after the required 10-calendar-day waiting period) when the Division is open, but if the staff had previously indicated it would review the filing it will continue with such review.
- Form 10s filed before or while the Division was closed will go automatically effective after 60 calendar days, after which the issuer will be required to begin reporting under the Securities Exchange Act of 1934 (the “Exchange Act”).
- Form 10s are used for registering a class of securities under Section 12(g) of the Exchange Act.
- Companies that previously received a “no review” from the Division staff on their pending registration statements may submit an acceleration of effectiveness request as soon as they are ready.