By executive order, the federal government will be closed on Monday, December 24, and December 24 will be treated as a federal holiday for filing purposes. In addition, the SEC has finally posted a notice about its operating status in the event of a federal government shutdown.

Christmas Eve federal holiday

On December 24, the SEC will be closed and EDGAR will not accept filings. Normal EDGAR filing operations will resume on Wednesday, December 26. Any filings required to be made by December 24, 2018 will be considered timely if filed on or before December 26, 2018, the next operational business day.

Shutdown anyone?

In the event of a federal government shutdown, “the SEC will remain open for a limited number of days, fully staffed and focused on the agency’s mission.” Sound familiar? Remember all the way back to… January? The SEC announced that any “changes to the SEC’s operational status will be announced [on the SEC’s homepage] in accordance with the agency’s plan for operating during a shutdown. As that plan contemplates, we are currently making preparations for a potential shutdown with a focus on the market integrity and investor protection components of our mission.”

As before, there is no indication about how long the SEC could stay open fully staffed. The plan referenced above covers a lapse in appropriations that results in a total SEC shutdown, but does not address a partial shutdown, which would occur in the event the SEC still has some funds available, but not enough to maintain full operations over a full quarter. You might recall that in 2013, the SEC did have sufficient remaining funds to allow it avoid a complete shutdown for the duration of the government shutdown.

In the event of a total shutdown, the plan indicates that

“the SEC will retain certain excepted personnel to perform functions relating to emergencies involving the safety of human life or the protection of property and including law enforcement functions. At this time, contracts will be assessed and those that have a continued source of funding with appropriated, multi-year or no-year funds are considered excepted and may continue. Stop-work orders may be issued based on business assessments of the need and support required for the contract. Privatized functions or systems will continue. Other functions generally will be discontinued. Certain Commission systems will be operating under modified conditions.”

Key point in the SEC operating plan: EDGAR

“is operated pursuant to a contract and thus will remain fully functional as long as funding for the contractor remains available through permitted means. SEC personnel will be able to process requests for EDGAR access codes and password resets; answer questions about fee-bearing EDGAR filings and other emergency questions regarding EDGAR submissions. However, the Divisions of Corporation Finance, Investment Management, and Trading and Markets, and the Office of Compliance Inspections and Examinations will be unable to process filings, provide interpretive advice, issue no-action letters or conduct any other normal Division and Office activities. As a result, new or pending registration statements or applications for exemptive relief will not be processed regardless of the status of any review of those filings.” [Emphasis added.]