SEC Adopts New Inline XBRL Formatting Requirements for Certain Reports and Registration Statements

On June 28, 2018, the SEC adopted amendments to its eXtensible Business Reporting Language, or XBRL, rules to require operating companies to use Inline XBRL format for financial statement information included in periodic and current reports and certain registration statements. The amendments also eliminate the requirement that companies post their financial statements in XBRL format on their websites.

To submit financial statements in Inline XBRL format, filers must embed as tags a portion of machine-readable computer code that presents information in XBRL format directly into the HTML versions of their reports or registration statements, with the remainder submitted as an exhibit to the filing. Once the filings are available on EDGAR, readers will be able to see the tags and the related metadata (such as definitions and reporting period information) when viewing the HTML filing.

The new reporting requirements will apply to companies on a phased basis.  Operating companies that are currently required to submit financial statements in XBRL format must use the Inline XBRL format beginning with the first Form 10-Q for a fiscal period ending on or after the applicable compliance date, as follows:

  • June 15, 2019 for large accelerated filers that use U.S. GAAP.
  • June 15, 2020 for accelerated filers that use U.S. GAAP.
  • June 15, 2021 for all other filers subject to financial statement information XBRL requirements, including smaller reporting companies and foreign private issuers that prepare financial statements in accordance with IFRS.

The elimination of the requirement that companies post XBRL data on their websites is effective on July 28, 2018. For filings made after that date, the SEC has modified the cover pages of Forms 10-K and 10-Q to delete the reference to website posting.

The SEC enacted these changes to increase efficiency, lower compliance costs and increase the usability of XBRL-formatted data. However, we expect that the initial implementation of these requirements will result in additional costs. To implement the new Inline XBRL format, companies can either use Inline XBRL-enabled preparation software or commission Inline XBRL preparation services from a third-party service provider, such as a filing agent.  Not surprisingly, the new Inline XBRL formatting requirements are very technical.  Companies should consult the SEC’s EDGAR Filer Manual and their third-party service providers well in advance of the applicable effective dates to ensure compliance.

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