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SEC adopts new Inline XBRL requirements

The commission also changed the scaled disclosure requirements threshold and addressed several other issues.

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The SEC voted to adopt a requirement to use Inline XBRL in certain filings.

The amendments to the extensible business reporting language (XBRL) requirements, which will go into effect in phases, require the use of Inline XBRL for operating company financial statement information and mutual fund risk/return summaries. The amendments also eliminate the requirements for companies and funds to post XBRL data on their websites.

Inline XBRL involves embedding XBRL data directly into the filing so that the disclosure document is both human-readable and machine-readable.

The XBRL requirement for companies will begin to phase in next year, as follows:

  • Large accelerated filers that use U.S. GAAP will be required to comply beginning with fiscal periods ending on or after June 15, 2019.
  • Accelerated filers that use U.S. GAAP will be required to comply beginning with fiscal periods ending on or after June 15, 2020.
  • All other filers will be 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 filed for a fiscal period ending on or after the applicable compliance date.

In addition, the SEC:

  • Voted to change the definition of “smaller reporting company” in an effort to expand the number of companies that qualify for scaled disclosure accommodations. The new definition enables a company with less than $250 million of publicly held shares to provide scaled disclosures. Previously, the threshold was $75 million.
  • Proposed the first amendments to the rules governing the whistleblower program the commission established in 2010.
  • Adopted amendments related to disclosures of liquidity risk management for open-end funds.
  • Proposed a new rule and amendments that would permit certain exchange-traded funds (ETFs) to operate without first obtaining a fund-specific exemptive order from the commission, which is a process that has not changed since the first ETF was approved in 1992.
  • Voted to provide disclosure relief for certain ­securities offerings related to employee compensation, and to seek public comment on ways to modernize its rules for employee stock compensation. The new rules raised the threshold for the aggregate sales price or amount of securities sold in compensatory arrangements that require an issuer to deliver additional disclosures to investors. The threshold increased from $5 million to $10 million for any 12-month period.