Responses to these questions reflect the informal views of one or more members of the staff of the U.S. Securities and Exchange Commission participating in a discussion and do not constitute an official statement of the views of the Commission or of the staff of the Commission and should not be relied upon as authoritative.
For issuers that early adopt Inline XBRL on 10-Qs and 10-Ks and are not yet part of the Inline XBRL phase-in period, if they file a registration statement before their mandated phase-in period, will their registration statements, or any other forms, require Inline XBRL format by virtue of the fact they previously have filed Inline XBRL?
Filers that early adopt Inline XBRL are allowed to go back and forth between Inline and conventional XBRL, irrespective of the form type, until they are required to use Inline XBRL.
After an issuer conducts their first required Inline XBRL filing per the phase-in, is the issuer required to file Inline XBRL on subsequent filings regardless of form type, if the filing includes financial statements that are for a fiscal period after their Inline XBRL phase-in fiscal period end date? For example, a Large Accelerated Filer using US-GAAP with a 12/31 YE submits their 10-Q with Inline XBRL for the Quarter Ended 6-30-2019 on 7-30-2019 to the EDGAR system. Are the subsequent XBRL filings regardless of form type required to be submitted with Inline XBRL as long as the financials in said filings are for a fiscal period ending on or after 6-15-2019? Additionally, in this example, if the filing includes two sets of financials, one set with fiscal period end date prior to 6-15-2019, and one set with fiscal period end date on or after 6-15-2019, is the issuer to submit a single Inline XBRL instance for the filing?
Yes to all of these questions. Under the compliance language in the adopting release (33-10514 (6/28/2018)) discussion text associated with note 151 and the text of Regulation S-T Rule 405(~(1)(i), once a large accelerated filer that reports in US GAAP on 10-Q is required to file such a 10-Q using Inline XBRL, all subsequent filings that contain any financial statement for which an Interactive Data File is required for a period that ends on or after 6/15/19 must be filed in Inline XBRL. Financial statements for which an Interactive Data File is required for all periods included in the filing would need to be in Inline XBRL in the same Inline XBRL instance.
Can issuers immediately stop posting the XBRL data files on their web site, regardless of their Inline XBRL phase-in date?
Yes. The SEC states in the adopting release that the amendments eliminating the website posting requirement are effective September 17, 2018. As a result, as of that date, companies do NOT have to post their XBRL files on their web site.
For a company that has never filed financial statements in conventional or Inline XBRL and is filing them in XBRL for the first time using Inline XBRL, is it able to take advantage of the 30-day grace period on its XBRL submission as stated in the original (2009) final rule?
Yes, under Regulation S-T Rule 405(a)(3)(i)(B), it can file the HTML-only version first, and then within the 30-day grace period amend that filing to add the Inline XBRL document which will contain the combined HTML and XBRL. Assuming the financial statements are unchanged and the sole purpose of the amendment is to add the Inline XBRL document, in the case of an amendment to a periodic report, the filer should include the cover page, an explanatory note, the combined HTML/XBRL financials, an exhibit index and exhibit 101.
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