United States: Corp Fin Posts New CDIs On Inline XBRL

Last Updated: August 23 2019
Article by Cydney Posner

Corp Fin has posted some new CDIs on Inline XBRL summarized below:

Question 101.01 In the Exhibit Index, Interactive Data Files required under Rule 405 of Reg S-T should be identified as exhibit 101 and any Cover Page Interactive Data File required under Rule 406 should be identified as exhibit 104. In addition, the exhibit index should include the word "Inline" within the title description for an exhibit using Inline XBRL. (Instruction 1 to paragraphs (b)(101)(i) and (ii) of Reg S-K Item 601) For a Cover Page Interactive Data File identified as exhibit 104 in the exhibit index, the exhibit index should cross-reference to the Interactive Data Files submitted under EX-101; that's because, as "described in Volume II, Chapter 6.3.2 of the EDGAR Filer Manual, registrants should satisfy the requirement to submit a Cover Page Interactive Data File using an Inline XBRL Document Set with EX-101.* attachments other than EX-101.INS."

Question 101.02 If a company voluntarily submits Interactive Data Files in Inline XBRL format prior to its applicable phase-in date, the company is not required to comply with the cover page data tagging requirements with those submissions. (Rule 406 of Reg S-T)

Question 101.03 Companies subject to the Inline XBRL requirements must tag the information on the cover page of all Forms 8-K using Inline XBRL, not just those 8-Ks that contain financial statements with XBRL data.

Question 101.04 Item 601(b)(104) of Reg S-K requires a Cover Page Interactive Data File to be filed as an exhibit to the various forms listed in the exhibit table. For a Form 8-K, however, if the only exhibit identified on the exhibit index of the Form 8-K would be a Cover Page Interactive Data File identified as exhibit 104, the company may omit the exhibit index to the Form 8-K.

Question 101.05 Where the company name, as it appears on the cover page of the applicable form, differs from the company name as conformed to EDGAR naming conventions in the company's EDGAR file, most of those variations will not prevent the filing from being accepted and disseminated. However, in the rare instance where the variation results in a notice of suspension, the filer should contact EDGAR Filer Technical Support. Corp Fin suggests that companies with names that do not match their EDGAR conformed company name may wish to consider updating their conformed company name in EDGAR. (Volume I, Chapter 5.4 of the EDGAR Filer Manual provides instructions on editing company information.)

Question 101.06 A company that voluntarily submits Interactive Data Files in Inline XBRL format prior to its applicable phase-in date can cease voluntary submissions if it chooses until it is required to comply under the phase-in schedule.

Question 101.07 Companies are required to comply with Inline XBRL beginning with their first Form 10-Q for a fiscal period ending on or after the applicable compliance date, as opposed to the first filing for a fiscal period ending on or after that date. (But see Question 101.09 below.) As a result, if a Form 8-K is filed earlier on the same day as that first Form 10-Q was due, the company is not required to comply with Inline XBRL cover page tagging requirements for that 8-K.

Question 101.08 Foreign private issuers will be required to comply with the Inline XBRL requirements based on their filer status and basis of accounting. For a foreign private issuer that uses U.S. GAAP, the phase-in of the Inline XBRL requirements is determined based on its filer status (e.g., accelerated filer, etc.) on the same timeframe as domestic issuers. Foreign private issuers that use IFRS, will be required to comply with Inline XBRL for financial statements for fiscal periods ending on or after June 15, 2021.

Question 101.09 Because filers of Form 20-F and 40-F do not file Forms 10-Q, they will be required to comply with Inline XBRL beginning with the first filing on a form for which Inline XBRL is required for a fiscal period ending on or after the applicable compliance date, as determined in accordance with Rule 405(f)(1)(i) of Reg S-T.

For more information about Inline XBRL, see this Cooley Alert. (Hat tip to thecorporatecounsel.net.)

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.

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