SEC Ruling and What You Need to Know
Highlights of the New Rules
The SEC published the final ruling "Interactive Data to Improve Financial Reporting Rule" ('SEC Rule') regarding public companies filing in XBRL on Tuesday, February 10th, 2009.
Click here to read the entire ruling. Below is a brief summary of the key points with page numbers to assist you in referencing back to the SEC Rule.
About XBRL Filings
SEC filers must add an XBRL "element", frequently referred to as a "tag", to every numeric amount in the facing financials and to each note in the Notes to Financials (but not MD&A or other disclosures). Rivet products make it easy for accounting and finance professionals to do this tagging and create an XBRL document for filing. The XBRL document must be included in your SEC filing in addition to traditional filing documents.
Tagging Notes to Financial Statements
For the first year, each note is tagged with a single XBRL element (referred to as "Block Text" tagging). More detailed tagging will be required in future years. (SEC Rule, p. 6788) Voluntary Filings
Companies who want their financials to be included in the viewer on the SEC website can file before they are required to by the mandate. If a company should choose to comply with the voluntary filing program, this will change their grace period for their first live filing. (SEC Rule, p. 6781)
Auditor Review Not Required
The SEC is "not requiring that filers involve third parties, such as auditors or consultants, in the creation of their interactive data filings." (SEC Rule, p. 6796)
No Officer Certification
The SEC is "adopting amendments that exclude interactive data from the officer certification requirements of Rules 13a-14 and 15d-14." (SEC Rule, p. 6796-6797)
Phase-In Under SEC Rule
The three-year phase-in begins for Public Companies quarterly filing after June 15, 2009.
Note: If your fiscal year end is 6/30/2009, you will not be required to file your first XBRL until your 1st Quarter filing, which will be 9/30/2009. (SEC Rule p. 6784, footnote 121)
| Domestic and foreign large accelerated filers using U.S. GAAP with worldwide public common equity float above $5 billion as of the end of the second fiscal quarter of their most recently completed fiscal year |
Quarterly report on Form 10-Q or annual report on Form 20-F or Form 40-F containing financial statements for a fiscal period ending on or after June 15, 2009. |
| All other large accelerated filers using U.S. GAAP |
Financial statements for a fiscal period ending on or after June 15, 2010. |
| All remaining filers using U.S. GAAP |
Financial statements for a fiscal period ending on or after June 15, 2011. |
| Foreign private issuers with financial statements prepared in accordance with IFRS as issued by the IASB |
Annual reports on Form 20-F or Form 40-F for fiscal periods ending on or after June 15, 2011. |
Information and Documents covered by the SEC Rule
New Rule 405 of Regulation S-T will directly set forth the basic tagging requirements and indirectly set forth the rest of the tagging requirements through the requirement to comply with the EDGAR Filer Manual. Consistent with new Rule 405, the EDGAR Filer Manual will contain the detailed tagging requirements. (SEC Rule p. 6788, footnote 164)
| Year |
Requirements |
Deadlines |
| Year 1 |
Filer's complete financial statements and any required financial statement schedules (see Rule 405 of Regulation S-T for tagging requirements) including:
- Document & Entity Information
- Footnotes in BlockText (SEC Rule, p. 6788)
Posted on company website (SEC Rule, p.6791) |
1st XBRL Filing has a 30 day grace period (SEC Rule, p. 6790)
Web site posting of the interactive data is required the same day & must remain for 12 months (SEC Rule, p.6791-6792) |
| Year 2 |
Financial Statements in XBRL same as above including:
- Document & Entity Information
- Document & Entity Information
Posted on company website (SEC Rule, p.6791) |
1st XBRL filing with detailed notes, 30 day grace period (SEC Rule, p.6790)
Web site posting of the interactive data is required the same day & must remain for 12 months (SEC Rule, p.6791-6792) | | |
