United States: Do We Still Need To Post XBRL Data Files On Our Website?

Now that it's time for 10-Q filings, questions have been raised about the timing of some of the Inline XBRL-related changes. (See this Cooley Alert and this PubCo post.)

In particular, you might recall that, under the original XBRL rules, companies were required to submit their XBRL data in Interactive Data Files that were included as exhibits to their reports and to post these data files on their websites and keep them posted for at least 12 months. As part of the new rules, the SEC eliminated the website-posting requirement, which also occasioned the need for a related change to the cover pages of periodic reports, eliminating the reference to the website posting. While the amendments related to Inline XBRL became effective on September 17, compliance is largely being phased-in over a three-year period. In light of the lengthy phase-in of the Inline XBRL requirement, questions arose as to the timing of the more technical website and cover page changes. Was the timing tied to the phase-in or effective immediately on the effective date of the amendments? In this compliance guide, "Operating Company Inline XBRL Filing of Tagged Data," the staff cleared that up, stating that "[e]ffective September 17, 2018, the amendments also eliminate the requirement for operating companies to post 'Interactive Data Files' (i.e., machine-readable computer code that presents information in XBRL format) on their websites." The changes to the periodic report cover pages also became effective at the same time.

As a separate matter, note that, in the final rules amending the definition of "smaller reporting company," the SEC adopted technical amendments to various Securities Act and Exchange Act Forms, modifying the cover pages to remove the parenthetical next to the "non-accelerated filer" definition that states "(Do not check if a smaller reporting company)." Those amendments became effective on September 10, 2018. So while you're updating your cover page for the reference to the XBRL website posting, be sure to update your cover page for the SRC change as well. (See this Cooley Alert.)

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