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The SEC's final quorum rule, effective October 2, lets one commissioner be a quorum on a matter when every other commissioner in office is disqualified from it

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The Securities and Exchange Commission published a final rule October 2, effective that day, amending its quorum rule, 17 CFR 200.41. Three commissioners remain a quorum, with exceptions. The old text covered a matter on which two commissioners could still take part; the new text also covers one. The SEC says the amendments are 'designed to promote flexibility and finality of agency rulemaking' and needed no public comment because they concern internal management.

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The Securities and Exchange Commission has changed its quorum rule. A final rule published in the Federal Register on October 2, 2026, effective the same day, says that when only one commissioner can take part in a matter because every other commissioner in office is disqualified from it, that one commissioner is a quorum for that matter. A quorum is the minimum number of commissioners who must be present for the Commission to act.

Before and after

The rule is 17 CFR 200.41. In the text posted on the eCFR, the government's online code of federal regulations, through September 30, a quorum was three members. If fewer than three commissioners were in office, the quorum was the number in office. And on any matter where the number in office, minus those who had disqualified themselves or were otherwise disqualified, was two, the rule said:

two members shall constitute a quorum for purposes of such matter.

The amended rule keeps the three-member quorum and the fewer-than-three clause. Its disqualification clause now ends:

is two or one, that number of members shall constitute a quorum for purposes of such matter.

The SEC says the Securities Exchange Act of 1934 sets no quorum requirement for the Commission, and that it adopted the rule in 1995. It says that when it did, it did not think it necessary to provide for a single commissioner left available by disqualifications.

Why the SEC says it made the change

The document's own summary says the amendments are "designed to promote flexibility and finality of agency rulemaking". The discussion gives two reasons. The Commission says it has occasionally had fewer than three members. It also says situations often arise in which commissioners disqualify themselves or are otherwise disqualified from a matter, and that when they do, "it is important that the Commission be able to continue to conduct business."

Why there was no comment period

The SEC finds, under the Administrative Procedure Act, that the amendments "relate solely to agency management and organization" and are not a substantive rule. It concludes that the Act's provisions on proposed rules and public comment "are not applicable". It adds that the amendments "do not substantially affect the rights or obligations of non-agency parties" and impose "no new burdens on private parties". The rule cites sections 4(a) and 23(a) of the Exchange Act as authority. The document asks nothing of the public.

What the document does not say

  • How many commissioners the SEC has, or how many seats are filled. The document gives no figure.
  • Which matters the one-member clause would apply to, or whether any is pending.
  • A vote count. The document says only "By the Commission."
  • A separate reason for taking effect the day it was published. The document is dated September 30, and it was filed for publication October 1.

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