As of 12:01 am on October 1, 2025, congressionally appropriated funding lapsed for most operations of the United States government. Though the government has shut down, business continues, and market participants that need to interact with the Securities and Exchange Commission (the “SEC”) in order to complete a transaction may encounter delays. Below is a non-exhaustive set of considerations for SEC registrants, including public companies, investment advisers and investment companies.

EDGAR Filings

  • The EDGAR system is operated by a contractor and will remain operational. Companies and other filers can continue to make filings as normal, and filing deadlines under the federal securities laws continue to apply.
    • The days during the shutdown will still count as “business days” for purposes of any filing deadlines.
  • Though filings may be made, staff reviewing the filings will be furloughed, and any function that requires review from a member of the staff will not occur.
  • The SEC has stated that a limited number of staff will still be available to review Form IDs and approve issuance of new filer codes, but the process may be delayed.

Registration Statements and Offerings

  • Well-known seasoned issuers (“WKSIs”) may continue to file new automatically effective registration statements. Non-WKSIs may continue to use an already effective shelf registration statement with offerings made through prospectus supplements.
  • Companies with pending comments from the SEC staff on their filings may respond to those comments, but SEC staff will not reply until normal operations resume.
  • As a technical matter, a registration statement can become effective 20 days after filing without staff action pursuant to § 8(a) of the Securities Act if it is made without a delaying amendment, but this has not historically been a typical path for companies to pursue.
    • If the SEC reopens during the 20 day period, the staff may ask the company to re-insert a delaying amendment.
    • Post‑effectiveness, the SEC may review and could request amendments or, in emergencies, issue a stop order under Section 8(d) of the Securities Act suspending the effectiveness of the registration statement.

Form ADV

  • The IARD system investment advisers use to file Form ADV is operated by a contractor and will remain operational. Advisers can continue to file Form ADV amendments as normal.
  • Though the IARD system remains functional, staff in the Division of Examinations who review initial investment adviser registrations will be furloughed, meaning any pending registrations will not be approved until normal operations resume.
  • Filings by exempt reporting advisers are effective upon filing and may be filed as normal. 
  • Registration withdrawals on Form ADV-W are effective upon filing and may be filed as normal.

Form PF

  • The PFRD system investment advisers use to file Form PF is operated by a contractor and will remain operational. Advisers can continue to file Form PF as normal.

Interpretive Issues

  • Staff will not be available to provide guidance on interpretive issues, such as no-action letters, or other discretionary relief, such as exemptive orders.
  • No-action letter requests regarding shareholder proposals submitted under Exchange Act Rule 14a-8 will not receive staff responses until normal operations resume.
  • Questions sent to the Form ADV “hotline” inbox maintained by staff in the Division of Investment Management, or the corresponding portals maintained by the Division of Corporation Finance and other divisions will not receive a response until normal operations resume.

Other Matters

  • Routine examinations conducted by the Division of Examinations are paused, and any scheduled meetings or interviews will not occur during the shutdown.
  • Registrants with exam production deadlines during the shutdown should note that the deadlines for productions are not automatically extended. After prior shutdowns, the SEC staff has been understanding if filers briefly delayed making a production that was due during a shutdown (provided that it was fully complete by the end of the shutdown).
  • All non-emergency enforcement proceedings are paused. Emergency actions, such as temporary restraining orders, will proceed if necessary.

The SEC has posted additional guidance on its operations during a shutdown, which is available at the following links:

The Federal Trade Commission (“FTC”) released a shutdown plan dated September 29, 2025, outlining how it will operate during this lapse in appropriations. Read the full post on Proskauer’s Minding Your Business blog.

For further insight, be sure to check out our post from The Capital Commitment Blog: SEC Guidance on the Government Shutdown | The Capital Commitment

* On October 9, 2025, the Division of Corporation Finance published updated guidance on its operations during a shutdown. This post has been revised to reflect the updated guidance. A comparison between the updated guidance and the original guidance published on September 30, 2025 is available on the SEC website.

Posted in Broker Dealer, Capital Markets, Private Funds, Public Companies, Registered Funds
Tags: Private Funds, SEC
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Photo of Louis Rambo Louis Rambo

Louis Rambo is a partner in the Corporate Department and a member of the Capital Markets Group. He focuses his practice on counseling public companies and their boards of directors on corporate governance, capital markets transactions, mergers and acquisitions, securities regulation, disclosure and…

Louis Rambo is a partner in the Corporate Department and a member of the Capital Markets Group. He focuses his practice on counseling public companies and their boards of directors on corporate governance, capital markets transactions, mergers and acquisitions, securities regulation, disclosure and shareholder activism. Drawing on his previous tenure with the Securities and Exchange Commission in the Division of Corporation Finance, Louis partners with clients on capital raising, including underwritten equity transactions, at-the-market offerings and high-yield and investment grade debt offerings, as well as on structuring M&A transactions, spin-offs, tender offers and going private transactions. He advises public companies on developing governance and disclosure matters, including director independence, compensation, insider trading issues, shareholder proposals and stockholder meetings, and advises on shareholder activism and takeover defense.

Louis also regularly advises hedge funds, private equity funds, family offices, private companies and other financial institutions on a wide range of transactional and securities regulatory compliance matters, including capital raising, PIPEs and secondary transactions, novel and complex beneficial ownership issues arising under the federal securities laws, derivative transactions, insider trading issues and policies and compliance programs.

Louis previously served as an attorney with the SEC in the Division of Corporation Finance. While at the SEC, Louis worked on a number of transactional and securities compliance matters.

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Nathan Schuur is a partner in the firm’s Private Funds Group and a member of the Corporate Department. He counsels clients on regulatory and compliance matters related to fund formation across all asset classes.

Nate’s practice focuses on regulatory issues arising under the…

Nathan Schuur is a partner in the firm’s Private Funds Group and a member of the Corporate Department. He counsels clients on regulatory and compliance matters related to fund formation across all asset classes.

Nate’s practice focuses on regulatory issues arising under the Advisers Act and Investment Company Act. He advises on regulations surrounding the structuring and operation of funds, including marketing issues, SEC exams, adviser M&A, GP stake sales, continuation funds and stapled transactions. Nate provides legal advice and guidance on a wide range of matters involving the regulation of investment companies, investment advisers, and related entities such as BDCs and ERAs.

Before joining Proskauer, Nate spent several years at the Securities and Exchange Commission. During his time at the SEC, he served as counsel to a Commissioner, where he provided legal and policy advice on rulemaking, enforcement, litigation, and other matters, with a special focus on investment management issues. He also served as senior counsel in the Division of Investment Management. Prior to his SEC tenure, Nate practiced in the funds and regulatory teams of two top law firms. This combination of experience in private practice and at the senior levels of a regulator provides him with valuable perspective in helping funds and advisers navigate complex regulatory requirements and assess risk.

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Robert Sutton is a partner of the Private Funds Group and a member of the Corporate Department. He is a seasoned practitioner with over 20 years of experience counseling managers and advisers of private funds on regulatory matters, as well as regulatory issues…

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Rob has a deep knowledge of the market practice of asset managers and in particular, as it relates to Advisers Act-related issues. From some of the largest and most sophisticated firms in the global asset management industry to start-ups and mid-sized firms, Rob’s experience includes a wide spectrum of funds and asset classes across their life cycles. Rob regularly advises on matters in connection with: U.S. investment adviser registration and regulation; Advisers Act and other U.S. securities law issues relating to the formation, marketing and offering of private funds; Identifying and managing conflicts of interest, and addressing related Advisers Act risks, SEC examinations, and exam readiness preparation; Design and implementation of investment adviser compliance policies and procedures; U.S. regulatory issues relating to purchases and sales of investment advisory businesses (minority stake and control stake transactions, buy-side and sell-side representations); Advisers Act and other U.S. regulatory issues relating to private fund restructurings and recapitalizations, strip sales, continuation fund formations and similar transactions; Advisers Act issues relating to the formation of SPACs by investment advisers; and, Investment Company Act status analyses of private fund structures, investment transaction structures and other non-registered investment company structures.

Rob has been recognized by his clients and peers for his extraordinary work, gaining various accolades including mentions in preeminent directories such as The Legal 500.  He is also very active within the private funds industry, contributing to numerous publications and collaborating on several speaking engagements.

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He counsels public and private companies…

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Frank’s practice is both domestic and international, beginning with his experience in senior positions with the Securities and Exchange Commission. As a member of the staff of the SEC’s Office of International Corporate Finance, Frank advised U.S. companies seeking to do business in the EU, Asia and the Middle East, as well as companies from those regions doing business in the U.S., or otherwise seeking to comply with the U.S. securities laws.  In the Office of Chief Counsel, he focused on federal proxy rules, and supervised a team of staff members that provided guidance in the course of proxy season.

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Social Responsibility

Frank is a Trustee of the Gerald R. Ford Presidential Foundation, and he provides significant pro bono assistance to non-profit social service institutions in the Washington, D.C. area.

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