Posted on Thursday, October 14, 2021

The Securities and Exchange Commission published the final rule for Filing Fee Disclosure and Payment Methods Modernization, a significant rule that will require Inline XBRL for, “…most fee-bearing forms, schedules and statements to provide that each filing’s calculation of filing fee tables, together with related explanatory notes to the filing fee tables, include all required information for filing fee calculation in a structured format using Inline eXtensible Business Reporting Language (“XBRL”).  Presenting filing fee-related information in a structured format will enable:

  • Efficient automated access to and processing of, information relevant to filing fee calculation; and
  • Eliminating both the need to enter duplicate filing fee information in the header and the possibility of inconsistent filing fee information between the header and the body of the filing.”

The rule also notes that a pilot program will be conducted to assist issuers and vendors, “Consistent with the views of commenters and the XBRL vendors that one of them surveyed favoring a pilot program and vendor access to an EDGAR stage-level system for user acceptance testing, the amendments will permit all filers to file their filing fee-related information structured in Inline XBRL prior to the compliance date for each category of filers and we will make available a separate filing agent test system, respectively.”

Compliance of the new rule will be phased in starting with large accelerated filers as noted in the rule:

Filer Compliance Date
Large accelerated filers Filings submitted on or after 30 months after the requirements’ effectiveness (July 24, 2024)
Accelerated filers, certain investment companies that file registration statements on Forms N-2 and N-14 and all other filers Filings submitted on or after 42 months after the requirements’ effectiveness (July 31, 2025)

SEC Chair Gensler published a statement of support for the new rule and the value of structured data to the Commission. He noted, “Each year, the SEC processes thousands of filings from public companies and other issuers. Historically, SEC staff have manually calculated the fees associated with these forms. Further, filers themselves have had to input numbers manually, a process that invites opportunities for errors. Today’s rule will transition these forms to a structured data format. As a result, the SEC will be able to automatically detect errors and calculate fee amounts.”

Read Chair Gensler’s statement.

Read the final rule.

Upcoming XBRL US Events

Mastering New SEC XBRL Requirements for Investment Management Filers (Session 1)
Tuesday, May 24, 2022

Public Exposure for Comment – Data Quality Committee Rules
Tuesday, May 31, 2022

Mastering New SEC XBRL Requirements for Investment Management Filers (Session 2)
Tuesday, June 7, 2022

Domain Steering Committee Meeting
Tuesday, June 21, 2022

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Wednesday, June 29, 2022