United States: SEC Adopts Exhibit Hyperlink Requirement

Ira N. Rosner is a partner in Holland & Knight's Miami office Kristin Padgett is an associate in Holland & Knight's Tampa office.


  • The U.S. Securities and Exchange Commission has adopted amendments (final rules) that will require registrants to include hyperlinks to exhibits.
  • The final rules apply to certain periodic reports under the Securities Exchange Act of 1934, as amended, and registration statements under the Securities Act of 1933, as amended, filed on or after September 1, 2017.
  • Holland & Knight's Public Companies and Securities Team explores the final rules in this client alert.


The final rules arose from the current, tedious method of locating exhibits incorporated by reference in U.S. Securities and Exchange Commission (SEC) reports and registration statements. Currently, to locate an exhibit that has been incorporated by reference, the exhibit index must be reviewed to determine the filing in which the exhibit was originally included, and then the registrant's filings must be searched to locate the relevant filing. As the SEC noted in its adopting release, this process can be both time-consuming and cumbersome. Under the final rules, exhibits will be hyperlinked1, which allows review of the exhibit by simply clicking the hyperlink. The final rules will affect all registrants that file registration statements and reports that are required to include exhibits under Item 601 of Regulation S-K, specifically Forms S-1, S-3, S-4, S-8, S-11, SF-1, SF-3, F-1, F-3 and F-4 under the Securities Act of 1933, as amended (Securities Act), and Forms 10, 10-K, 10-Q, 8-K and 10-D under the Securities Exchange Act of 1934, as amended (Exchange Act), as well as Forms F-10 and 20-F. To facilitate hyperlinks, those issuers that are required to comply with the new rule must file their registration statements and reports in HTML format rather than ASCII. In addition, the SEC has issued an updated Electronic Data Gathering, Analysis and Retrieval (EDGAR) Filer Manual that includes technical amendments to implement the hyperlink requirements.


Most registrants must comply with the final rules for filings submitted on or after September 1, 2017, although the SEC is encouraging early compliance with the new filing requirements.

The registrants listed below do not need to comply with the final rules until September 1, 2018:

  • a registrant that is a "smaller reporting company" as defined in Securities Act Rule 405 and Exchange Act Rule 12b-2, and that submits filings in American Standard Code for Information Interchange (ASCII)
  • a registrant that is neither a "large accelerated filer" nor an "accelerated filer," as defined in Exchange Act Rule 12b-2, and that submits filings in ASCII

Additionally, there is a phase-in period for certain filings on Form 10-D. The SEC staff is making technical programming changes to EDGAR to allow issuers to include both Form 10-D and Form ABS-EE in a single submission. The compliance date for these forms has been delayed.

Certain Mechanics

  • Initial filings and pre-effective amendments. The exhibit hyperlink requirement will apply to the initial registration statement and each subsequent pre-effective amendment filed with the SEC, rather than only to the final, effective amendment.
  • All exhibits. The final rules require hyperlinks in the exhibit index to exhibits filed on EDGAR at the time the registration statement or report is filed, regardless of whether the exhibit is incorporated by reference. In other words, hyperlinks are required for all exhibits that are being filed with a registration statement or report (as opposed to only being required for exhibits incorporated by reference).
  • HTML format. The final rules require that registrants submit all such filings in HyperText Markup Language (HTML) format to enable the inclusion of such hyperlinks.
  • Inaccurate or nonfunctioning hyperlinks. A registrant must correct an inaccurate or nonfunctioning link or hyperlink to an exhibit. In the case of a registration statement that is not yet effective, a registrant can file an amendment to the registration statement correcting the inaccurate or nonfunctioning link or hyperlink. In the case of a registration statement that has become effective or an Exchange Act report, a registrant must correct the inaccurate or nonfunctioning link or hyperlink in the next Exchange Act periodic report that requires or includes an exhibit pursuant to Item 601 or, in the case of a foreign private issuer, Form 20-F or Form F-10. Alternatively, a registrant may correct an inaccurate or nonfunctioning link or hyperlink in a registration statement that has become effective by filing a post-effective amendment.


The final rules provide that registrants must include a hyperlink to each exhibit in the exhibit index, unless:

  • the exhibit is filed in paper pursuant to a temporary or continuing hardship exemption under Rules 201 or 202 of Regulation S-T, or pursuant to Rule 311 of Regulation S-T, although the final rules require specific notations to identify these exhibits (for example, a "P" next to the listed exhibit in the exhibit index to reflect that the exhibit was filed in paper, and if the exhibit is filed in paper pursuant to a temporary or continuing hardship exemption, the letters "TH" or "CH" next to the letter "P")
  • the exhibit is an eXtensible Business Reporting Language (XBRL) exhibit, or
  • the exhibit is filed with Form 6-K or the registrant is part of the multijurisdictional disclosure system (MJDS) used by certain Canadian issuers

Foreign Private Issuers

The final rules apply to many forms used by foreign private issuers. Forms F-1, F-3, F-4, F-10 and 20-F will be subject to the hyperlink requirements discussed above.


1 In the SEC's parlance, exhibits filed through incorporation by reference are "hyperlinked" whereas exhibits filed with the report or registration statement are "linked." The terms are used interchangeably in this client alert.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions