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SEC Releases Written XBRL Rules

February 7, 2009
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The SEC has released its written rules on the use of XBRL for certain filings. According to the recently released rule, a new exhibit, the SEC filing in XBRL format, must be filed with registration statements, quarterly reports, annual reports and transition reports as well as reports on Form 8-K or Form 6-K that contain revised or updated financial statements.

In addition to XBRL filings with the SEC, companies must post financial information in XBRL format on their public websites. The website information must be posted by the same day that the filing is made except in the first year of compliance when companies will have a 30 day grace period for posting XBRL financial statements on their websites. All SEC compliant XBRL website postings must remain on company websites for at least one year.

Filings in XBRL format will be phased in over three years. In 2009 domestic and foreign large accelerated U.S. GAAP filers with a public float greater than $5 billion as of 2nd quarter of most recently completed year must begin XBRL filing in 2009. Accelerated filers using U.S. GAAP will follow in 2010. All other U.S. GAAP filers (as well as Form 20-F filers using IFRS as issued by the IASB) must file the XBRL exhibit in 2011. In the year that filers are first required to use XBRL, they must do so for all filings after June 15th of that year. Early adoption is permitted for all SEC filers.

In the first year of required XBRL use, companies must detail tag the face of financial statements and block tag footnotes. In the second year, companies must detail tag all accounting concepts in financial statements, footnotes and schedules (narratives disclosure tagging is optional)

In the first two years of required XBRL filings, XBRL exhibits will not be subject to all of the liability provisions of a typical SEC filing. The liability limitation will cease at the end of the second year of XBRL exhibits after which XBRL exhibits will be subject to all the same liability provisions that other SEC filings are subject to.

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