On June 28, 2018, the SEC issued a final rule regarding eXtensible Business Reporting Language (XBRL) requirements. Beginning on September 17, 2018, the final rule, among other things, eliminated the requirements for reporting companies to post XBRL data on their corporate websites. In the final rule release, the SEC explained that users of XBRL data typically sought out XBRL data on the SEC’s EDGAR website or third party aggregator websites, rather than via the corporate websites of registrants. Thus, the SEC came to the conclusion that the rule requiring a registrant to post its XBRL data on its corporate website was no longer useful to XBRL data users.
The SEC subsequently amended the cover page for each of Form 10-Q and Form 10-K (as posted on the Exchange Act Forms page on its website) to remove all references to “posting” interactive data files on the registrant’s corporate website, if any, from one of the check box questions on the applicable cover page. These few changes to the Form 10-K and Form 10-Q cover pages are minor and easy to miss. For most registrants, these changes to the filing cover pages will begin apply with the Form 10-Q for the quarter (or to the Form 10-K for the year) ended on or around September 30, 2018. The final rule is available here.
The final rule also requires registrants to eventually transition to Inline XBRL (which, according to the SEC’s press release announcing the final rule, involves embedding XBRL data directly into the filing so that the disclosure document is both human-readable and machine-readable), based on the following phase-in schedule:
- Large Accelerated Filers: Inline XBRL shall be used for the first Form 10-Q filed for the fiscal period ending on or after June 15, 2019;
- Accelerated Filers: Inline XBRL shall be used for the first Form 10-Q filed for the fiscal period ending on or after June 15, 2020; and
- All Other Filers: Inline XBRL shall be used for the first Form 10-Q filed for the fiscal period ending on or after June 15, 2021.
The bottom line is that, if you are a reporting company, you can stop posting XBRL data to your corporate website now (and you should also update your Form 10-Q and Form 10-K cover pages). However, you need to stay cognizant of the applicable compliance date by which you will be required to transition to inline XBRL. Some companies are choosing to make that transition early.