SEC Operations During Shutdown: What RIAs and Public Companies Need to Know Now

The federal government is officially shut down, and the SEC is operating with only minimal staff under its contingency plan. While routine reviews and accelerations are paused, electronic filing systems remain largely accessible. Companies and advisers must stay vigilant to avoid compliance missteps during this period of limited operations.

What’s Changed (and What Hasn’t)

During the shutdown, the SEC is functioning on a restricted basis. Here’s what that means for filings right now:

• EDGAR remains online. Deadlines still apply, and companies must make timely disclosures. A small number of staff are available for urgent EDGAR access issues.
• No staff review or effectiveness for new registration statements. The Division of Corporation Finance is not declaring them effective at this time.
• Forms that self-effect on filing continue to function. Examples include S-8s and automatic shelf registration statements (S-3ASR). Prospectus supplements can also be filed without staff intervention.
• Backlog expected post-shutdown. Items awaiting review will queue until normal operations resume.

Key Takeaways

• Acceleration requests: Even if filed before the shutdown, they won’t be acted upon until the federal government reopens.
• No-action / exemptive relief: On hold until the SEC staff returns.
• Enforcement: New enforcements are generally paused, but Staff will still respond to “emergency” matters, such as matters involving fraud or market integrity.

For SEC-Registered Investment Advisers (RIAs)

Core systems remain online for RIAs, but staff-driven actions are paused. Key points:

• IARD/ADV portals remain available for filings and payments (contract-operated systems).
• No staff action on new registrations or ADV amendments. Do not expect guidance, no-action letters, or timing relief.
• New examinations and enforcements are paused, except for emergency situations.

Key Takeaway

• Deadlines still apply. Filing obligations (e.g., annual ADV amendments, Form PF, custody-rule audit deadlines) and related deadlines are not extended. Advisers should not assume relief just because the SEC is on restricted operations.

For Public Companies (’34 Act Filers)

Public company reporting deadlines remain unchanged despite the shutdown. Considerations include:

• Periodic and current reports (for example, 10-K, 10-Q, 8-K) must be filed on time. Shutdown days count as business days.
• Offerings and registrations can still be filed, but reviews, comments, and accelerations are on hold.
• Proxy filings can proceed, though SEC staff will not provide interpretive guidance.

Practical To-Do List During the Shutdown

1. File on time. ’34 Act and ADV deadlines remain in effect.
2. Submit early. Queue filings such as registration statements and ADV amendments now for faster processing once staff return.
3. Registrants with examinations or inspections in progress should proceed with accumulating, and if the system allows, submitting requested information.
4. Document thoroughly. Keep accurate records of filings, disclosures, and communications.
5. Manage expectations. No accelerations or staff approvals until operations restart.
6. Monitor updates. Track SEC announcements from Corporation Finance, Trading & Markets, and Investment Management.

The Bottom Line

The federal government is shut down, but compliance obligations of SEC registrants are not on pause.

Reach out to our team to navigate these uncertain times with confidence.

Disclaimer: This update is for informational purposes only and does not constitute legal or compliance advice. Please consult your legal or compliance professionals as needed. Circumstances may change, so monitor official SEC communications for the latest updates.