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SEC to Require Electronic Filing of Most Remaining Paper Filings

Posted by Howard Berkenblit on June 6, 2022 at 11:17 AM

On June 3, the SEC adopted rules and form amendments to mandate the electronic filing or submission of certain documents that currently are permitted to be filed or submitted in paper, most notably "glossy" annual reports and Form 144s; and mandate the use of Inline eXtensible Business Reporting Language ("Inline XBRL") for the filing of the financial statements and accompanying schedules to the financial statements required by Form 11-K. The new rules for annual reports and most of the other filings impacted will go into effect in approximately 6 months, while the new rules for Form 144 will go into effect 6 months after an updated EDGAR filer manual is published (expected in September; so presumably the new Form 144 rules will go into effect sometime around March 2023). In addition, once in effect, the current SEC guidance allowing website posting of annual reports in lieu of filing with the SEC will be withdrawn (though of course companies can continue to post them on their websites in addition to the EDGAR filings).

For additional information, as well as other filings impacted please see the full rule release here: https://www.sec.gov/rules/final/2022/33-11070.pdf

Topics: Securities and Exchange Commission, Inline XBRL

SEC Requires "Inline XBRL"

Posted by Howard Berkenblit on June 28, 2018 at 4:52 PM

Today the SEC adopted amendments to eXtensible Business Reporting Language (XBRL) requirements for operating companies and funds. The amendments are intended to improve the quality and accessibility of XBRL data by replacing the existing requirements for tagged data to be filed as exhibits to certain SEC filings and posted as separate files on companies’ websites. The amendments, which will go into effect in phases, require the use of Inline XBRL for financial statement information and risk/return summaries.    

While the amendments modify existing XBRL requirements, they do not change the categories of filers or scope of disclosures subject to XBRL requirements, nor do they change the relevant liability standards.

Operating companies that are currently required to submit financial statement information in XBRL will be required, on a phased basis, to transition to Inline XBRL, with large accelerated filers that use U.S. GAAP being required to comply beginning with fiscal periods ending on or after June 15, 2019, accelerated filers that use U.S. GAAP being required to comply beginning with fiscal periods ending on or after June 15, 2020, and all other filers being required to comply beginning with fiscal periods ending on or after June 15, 2021. Filers will be required to comply beginning with their first Form 10-Q (not 10-K) filed for a fiscal period ending on or after the applicable compliance date.

Funds that are currently required to submit risk/return summary information in XBRL will be required, on a phased basis, to transition to Inline XBRL, with large fund groups (net assets of $1 billion or more as of the end of their most recent fiscal year) being required to comply two years after the effective date of the amendments and all other funds being required to comply three years after the effective date of the amendments. The amendments also eliminate the 15 business day filing period for risk/return summary XBRL data, so that the data will be more timely available to the public.

Topics: SEC, GAAP, Securities and Exchange Commission, Inline XBRL, eXtensible Business Reporting Language

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The SEC Pulse provides updates and commentary from our Capital Markets Group on issues affecting publicly traded and privately owned businesses, investment banks and foreign companies who trade or raise capital in the United States, and boards of directors and company officers in securities transactions and corporate governance matters.

The material on this site is for general information only and is not legal advice. No liability is accepted for any loss or damage which may result from reliance on it. Always consult a qualified lawyer about a specific legal problem.

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