The SEC website indicates that the SEC is currently operating on a very limited basis,
in accordance with the agency’s shutdown plan:
“SEC Operational Status. Due to a lapse in
appropriations, the SEC is currently operating in
accordance with the agency’s plan for operating
during a shutdown. Effective Wednesday,
October 1, 2025 and until further notice, the
agency will have a very limited number of staff
members available. The SEC has staff available
to respond to emergency situations with a focus
on the market integrity and investor protection
components of our mission. Our plan calls for
the continuing operation of certain commission
systems, including EDGAR. We plan to post any
changes in operational status on this page…”
During the shutdown, the SEC staff will not review or respond
to requests for written or oral guidance on legal and interpretive
questions. However, a limited number of staff are available to
answer questions related to fee calculations and emergency
filing relief. Please note that the website for the SEC’s Division
of Corporation Finance has posted a variety of questions and
answers (Q&As), including several that address technical issues
regarding registration statement effectiveness.
Below are a few tips:
Continue making SEC filings – Filing deadlines under federal
securities laws continue to apply. Business days should continue
to be counted as usual regardless of the government shutdown.
Electronic Data Gathering, Analysis and Retrieval
(EDGAR) is open for business – EDGAR remains operational
for 33 Act/34 Act filings.
Registration statements and offerings – The SEC staff
will not declare registration statements or post-effective
amendments effective, and comment letters will not be issued
(or resolved) during the shutdown. Shelf takedowns during the
shutdown, from an already effective shelf registration statement,
are generally permissible as a prospectus supplement and do
not need to be declared effective by the staff.
Proxy statements – The SEC staff will not respond to no-action
requests seeking exclusion of shareholder proposals
from proxy statements and, per the Division of Corporation
Finance Q&As, the SEC “ask[s] that companies and
proponents work together to resolve questions to the best of
their ability.”
Additionally, as a result of workforce reductions over the last year,
the SEC is already operating with reduced capacity heading into
the shutdown. Earlier this spring, SEC Chair Paul Atkins testified
before the US House Appropriations Subcommittee on Financial
Services and General Government that the SEC’s workforce was
down by about 15% since the beginning of the government’s
fiscal year (October 1), to approximately 4,200 employees and
1,700 contractors. He noted that many workers at the SEC had
elected to take advantage of the voluntary buyouts, and some
staff left to pursue other opportunities. In early September, it was
reported that the SEC launched another buyout offer, this time
targeted at supervisors.
