The FAST Act Modernization and Simplification of Regulation S-K has introduced a new requirement to tag the cover page data for all Forms 10-K, 10-Q, 20-F, 40-F and 8-K with inline XBRL. This mandate is in effect for all large accelerated filers for the fiscal period ending on or after June 15, 2019, with accelerated filers to follow on or after June 15, 2020 and all remaining U.S. GAAP and IFRS filers on or after June 15, 2021.
What is iXBRL?
Inline XBRL or iXBRL is an international standard that merges machine-readable business reporting data into a human-readable HTML page. This allows users to read the HTML document and view the XBRL data in one location.
Who is impacted?
Large accelerated filers will be required to comply starting with their first 10-Q for domestic form filers, or annual 20-F/40-F for international form filers, filed for a fiscal period ending on or after June 15, 2019. Once a filer is mandated to comply with inline XBRL requirements, the cover page of all Forms 10-K, 10-Q, 20-F, 40-F and 8-K filed by the company must be tagged in inline XBRL. (Note: Form 6-K is excluded from this mandate.) This includes Forms 8-K that are not filing with Exhibit 101 tagged financials and all amended forms. To help prepare our clients, we have summarized the iXBRL elements that are required for this mandate on a sample 8-K cover page shown on page 4 in the downloadable pdf.
Why is this necessary?
The processes being adopted will reduce the costs and burdens on registrants while continuing to provide all material information to investors. This requirement for iXBRL should improve the readability and navigability of disclosure documents and discourage repetition and disclosure of immaterial information.
Is there any other information that needs to be tagged on the 8-K?
In addition to the tags identified on page 4 of the downloadable guide, there are additional tags hidden from view such as the CIK number and amendment flag.
What information should be included in the fields for filers who do not have securities registered under Section 12(b) or have a registered ticker symbol?
SEC General Counsel has now confirmed that these fields should be left blank if the data does not apply to the registrant (confirmed May 14, 2019).
Must the cover pages of all Forms 8-K be tagged in inline XBRL?
Yes. Once a filer is mandated to comply with inline XBRL requirements, the cover page of all Forms 8-K filed by the company must be tagged in inline XBRL. This includes Forms 8-K that are not filing with Exhibit 101 tagged financials and all amended forms.
If a registrant begins to voluntarily file inline XBRL, must they also begin cover page tagging?
No. Registrants who voluntarily file inline XBRL are not required to begin cover page tagging until after they are required to comply with the rule and have filed their first 10-Q in inline XBRL.
Is the SEC requiring the cover pages of specific forms to be tagged in inline XBRL?
Yes. All information on the cover pages of the following forms will be required to be filed in inline
- 10-K, 10-K/A, 10-KT, 10-KT/A
- 10-Q, 10-Q/A, 10-QT, 10-QT/A
- 8-K, 8-K/A, 8-K12B, 8-K12B/A, 8-K12G3,
- 8-K12G3/A, 8-K15D5, 8-K15D5/A
- 20-F, 20-F/A
- 40-F, 40-F/A
When must filers comply with the cover page tagging requirement?
The requirement for all filers to comply with tagging the cover page directly aligns with the company’s phase-in date for the inline XBRL mandate. Therefore, operating companies must comply with filing inline XBRL and tagging the cover pages beginning with fiscal periods ending on or after the following dates:
Filers using U.S. GAAP:
- Large accelerated filers - Beginning with fiscal periods ending on or after June 15, 2019.
- Accelerated filers - Beginning with fiscal periods ending on or after June 15, 2020.
- All other filers (U.S. GAAP and IFRS) - Beginning with fiscal periods ending on or after June 15, 2021