Posted on Thursday, April 9, 2020

The Securities and Exchange Commission published the final rule for Securities Offering Reform for Closed-End Investment Companies, which modifies the registration, communications and offering process for business development companies (BDC) and other closed-end investment companies. In addition, the final rule adopts structured data reporting requirements:

  • BDCs will be required to submit financial statements in Inline XBRL
  • Registered closed-end funds and BDCs will be required to use Inline XBRL on cover pages in their Form N-2 registration statements
  • Certain information in fund prospectus must be tagged
  • Filings on Form 24F-2 must be submitted in XML format

The rule is effective August 1, 2020. Compliance timing is noted in the rule as follows: “… affected funds that are eligible to file a short-form registration statement will be required to comply with those provisions 24 months after the effective date, or August 1, 2022. All other affected funds subject to these requirements must comply 30 months after the effective date, or February 1, 2023. Affected funds will be permitted to file in Inline XBRL prior to the compliance date once EDGAR has been modified to accept submissions in Inline XBRL for all forms subject to the amendments, which is anticipated to be March 2021.”

The Commission has prepared a draft Closed-End Fund (CEF) Taxonomy which is in a public review period for 90 days.

Read the SEC announcement and fact sheet: https://www.sec.gov/news/press-release/2020-83

Read the rule: https://www.sec.gov/rules/final/2020/33-10771.pdf

Review the draft taxonomy: https://www.sec.gov/structureddata/dera_taxonomies