United States: SEC Adopts Inline XBRL Rule

The US Securities and Exchange Commission (SEC) has adopted amendments requiring the use of the Inline eXtensible Business Reporting Language (XBRL) format for the submission of operating company financial statement information and fund risk/return summary information. The amendments become effective 30 days after publication in the Federal Register but provide a phased-in compliance period for using the Inline XBRL format. It is expected that the changes will become effective by the middle of August 2018.

The Inline XBRL format allows filers to embed XBRL data directly into the document filed on EDGAR. This means filers will no longer need to tag a copy of the information in a separate XBRL exhibit or file a separate interactive data file on their websites. As noted in the adopting release, "Inline XBRL is both human-readable and machine-readable for purposes of validation, aggregation, and analysis."

Operating Companies

Amendments. XBRL requirements apply to operating companies that prepare their financial statements in accordance with US generally accepted accounting principles (US GAAP) or in accordance with International Financial Reporting Standards (IFRS). Currently, these companies must submit an interactive data file that includes information tagged in XBRL as an exhibit to the related official filing and post that interactive data file on their websites. The amendments will require companies to use Inline XBRL so that the interactive data is part of the main document filed on EDGAR.

In addition, the requirement for an operating company to post XBRL financial statement information on its website will be eliminated as of the effective date of the amendments.

The SEC also made it clear that the amendments do not change the requirements regarding officer certifications and auditor assurance. However, the SEC has not prohibited companies from indicating in financial statements (such as in a footnote) the degree of auditor involvement—or lack of auditor involvement—relating to financial statement information XBRL data.

The amendments did not change the categories of companies that must tag their data in XBRL. Accordingly, the Inline XBRL requirements will apply to all operating company filers, including smaller reporting companies, emerging growth companies and foreign private issuers, that are currently required to submit financial statement information in XBRL.  

Compliance Schedule. The SEC provided the following transition schedule to phase in the date for operating companies to comply with the Inline XBRL requirements:

 Operating Companies

Compliance Date

Large accelerated filers that prepare their financial statements in accordance with US GAAP

Fiscal periods ending on or after June 15, 2019

Accelerated filers that prepare their financial statements in accordance with US GAAP

Fiscal periods ending on or after June 15, 2020

All other filers

Fiscal periods ending on or after June 15, 2021

If a company is a Form 10-Q filer, it will not become subject to the Inline XBRL requirements with respect to Form 10-K or any other form until after it has been required to comply with the Inline XBRL requirements for its first Form 10-Q for a fiscal period ending on or after its applicable compliance date.

Changes to Securities Act and Exchange Act Forms. The SEC made technical changes to the instructions of Forms S-3, S-8, F-3 and F-10 under the Securities Act of 1933 (Securities Act) and to the cover pages and/or instructions of Forms 10-Q, 10-K, 20-F, 40-F and 6-K under the Securities Exchange Act of 1934 (Exchange Act) to reflect the fact that the Inline XBRL amendments eliminate the need for operating companies to file separate XBRL exhibits and to post an interactive data file on their websites.


Amendments. Registered open-end management investment companies (i.e., mutual funds and exchange-traded funds) that are subject to the risk/return summary information XBRL requirements will also be required to use Inline XBRL. The amendments also eliminated the 15-business-day XBRL filing period for fund risk/return summaries. In addition, the requirement for a fund to post XBRL risk/return summaries on its website will be eliminated as of the effective date of the amendments. The instructions to Form N-1A under the Securities Act and the Investment Company Act of 1940 were revised as part of the XBRL amendments.

Compliance Schedule. The SEC provided the following transition schedule to phase in the Inline XBRL requirement for funds:


Compliance Date


Any initial registration statement (or post-effective amendment that is an annual update to an effective registration statement) that becomes effective on or after:

Fund groups that have net assets of more than $1 billion as of the end of their most recent fiscal year

Two years after the effective date of the amendments

Other fund groups

Three years after the effective date of the amendments

Additional Amendments

The SEC also terminated its 2005 XBRL Voluntary Program as of the effective date of the amendments. At the time of this SEC action, the only issuers that remained eligible for the program being terminated were registered investment companies, business development companies and other entities that report under the Exchange Act and prepare their financial statements in accordance with Article 6 of Regulation S-X.

The SEC also adopted some technical conforming changes, including changes to rules for hardship exemptions, current public information under Rule 144(c)(1) under the Securities Act, form eligibility and Rule S-T.

Practical Considerations

Although there is a phase-in period for companies to switch to the Inline XBRL format, the amendments to the cover pages of the various SEC forms become effective 30 days after the adopting release is published in the Federal Register. Therefore, all companies will shortly need to revise the cover pages of various SEC forms that were revised as part of the XBRL amendments.

Similarly, as soon as the XBRL amendments become effective, companies no longer will be required to post their XBRL exhibits on their websites, even though they will not yet be using the Inline XBRL format.

Because Form 10-Q filers will have a Form 10-Q as their first filing requiring Inline XBRL, these companies will not have to transition to the new format with a more complicated document such as an annual report or a registration statement, unlike filers that are not required to file quarterly reports.

Companies should determine well in advance of their phase-in date how they will implement Inline XBRL. If they plan to use an outside vendor, they should inquire as to the steps this third party is taking to be in a position to embed the interactive financial data directly into documents filed on EDGAR. Companies that handle XBRL themselves need to be sure that their employees receive proper training on the new format.

Companies will be permitted to use Inline XBRL in advance of their phase-in date once the SEC announces that it has updated the EDGAR system to accept the new format, which the SEC anticipates will occur in March 2019. Companies should consider whether it would be helpful to become early adopters.

Visit us at mayerbrown.com

Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the "Mayer Brown Practices"). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe – Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer Brown, a SELAS established in France; Mayer Brown JSM, a Hong Kong partnership and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. "Mayer Brown" and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.

© Copyright 2018. The Mayer Brown Practices. All rights reserved.

This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

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
Arnold & Porter
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Arnold & Porter
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must 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