In response to issuer questions, the staff of the SEC’s Division of Corporation Finance has issued new guidance for companies replacing expiring shelf registrations in accordance with Securities Act Rule 415(a)(6).

The guidance, issued Nov. 21, addresses questions related to updating and consolidating registration statements relating to continuous or delayed offerings that rely on Rule 415(a)(1)(vii), (ix) or (x).

Under the Securities Act Reform adopted by the SEC in 2005, those registration statements may not be used for offers or sales once they're more than three years old. Nov. 28 is the first date by which issuers will be required to update and consolidate their registration statements in accordance with Rule 415(a)(5).

The guidance aims to help issuers file replacement registration statements and understand how Rule 415(a)(5) and (6) work with regard to continued offerings of previously registered securities, the inclusion of such securities on a replacement registration statement, and the use of previously paid fees to offset new fee obligations.

Among other things, the guidance clarifies that for a registration statement that was effective on or before Dec. 1, 2005, the replacement registration statement must be filed on or before the expiration date of the expiring registration statement. Since EDGAR doesn’t accept new registration statements for filing on Saturdays or Sundays, with respect to registration statements effective on or before Dec. 1, 2005, the guidance notes that any replacement registration statement filed pursuant to Rule 415(a)(6) must be filed no later than Nov. 28, 2008.