The U.S. Securities and Exchange Commission’s Division of Corporation Finance released a detailed update, outlining how it will handle the more than 900 registration statements submitted during the federal government shutdown. To help issuers navigate the backlog, the Division published a series of clarifying Q&As addressing how filings will be processed now that the SEC is operational again.
Registration Statements Filed Without Delaying Amendments
During the shutdown, many issuers either removed delaying amendments or filed new registration statements without one so that filings could go effective automatically. The Division confirmed that these companies do not need to re-add delaying amendments. Any registration statement filed or amended in this way will become effective after 20 days, as provided under Section 8(a) of the Securities Act and Rule 459.
The SEC emphasized that antifraud and liability provisions still apply. Issuers must ensure that their filings contain no material misstatements or omissions, regardless of whether effectiveness occurs by operation of law.
Omissions Under Rule 430A Will Not Trigger Enforcement Action
Some issuers filed prospectuses missing Rule 430A information during the shutdown. The Division stated it will not recommend enforcement action if those filings go effective automatically after the shutdown. This assurance covers companies that omitted pricing-related information because staff were unavailable to review or clear filings.
Acceleration Requests and Early Effectiveness
Companies that previously removed delaying amendments may still request early effectiveness. The Division will consider such requests if the issuer adds a delaying amendment before the 20-day period ends and acceleration under Rule 461 is otherwise appropriate.
Post-Effective Amendments Filed During the Shutdown
For issuers that filed post-effective amendments while the SEC was closed, the Division will declare those amendments effective automatically unless a company specifically requests a delay. Firms seeking to postpone effectiveness must promptly contact their assigned industry office.
Proxy and Information Statements Filed During Closure
Issuers that filed preliminary proxy statements (PRE14A or PREM14A) or preliminary information statements (PRE14C or PREM14C) during the shutdown may proceed with definitive filings once the required 10-day period has passed. If SEC staff had already indicated that a review would occur, that review will continue.
Form 10 Filings Still Become Effective After 60 Days
Companies that submitted a Form 10 registration while the SEC was closed will see those filings become effective after 60 calendar days, as normal. Once effective, issuers must begin current and periodic reporting under the Exchange Act. The Division may review subsequent periodic reports.
Acceleration of Filings Previously Marked as “No Review”
If staff communicated before the shutdown that a pending registration statement would not be reviewed, the issuer may now request acceleration of effectiveness without delay.
Handling of Filings Already Under Review
For registration statements that were already under staff review before the shutdown, the Division will continue the review process in the order the filings were received. The same first-in, first-out approach applies to all submissions made during the closure, including draft filings.