XBRL and SEC Requirements

In 2009, the Securities and Exchange Commission (SEC) published its final rules requiring XBRL tagging of certain disclosure information for operating companies, mutual funds and credit rating agencies. Targeted corporations were broken into three groups, based on their public float, for this phase-in approach.

 

Year 1

• Domestic and foreign companies that are large accelerated filers under Exchange Act Rule 12b-2, use U.S. Generally Accepted Accounting Principles (U.S. GAAP) and have non-affiliate held equity securities valued at more than $5 billion (about 500 companies).
• Requirements begin for the first quarterly report on Form 10-Q or annual report on Form 20-F or 40-F, as applicable, that contains financial statements for a period ending on or after June 15, 2009.

 

Year 2

• All other domestic and foreign companies that are large accelerated filers and use U.S. GAAP.
• Requirements begin for the first quarterly report on Form 10-Q or annual report on Form 20-F or 40-F, as applicable, that contains financial statements for a period ending on or after June 15, 2010.

 

Year 3

• All other domestic and foreign companies that use U.S. GAAP and foreign companies that use International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS/IASB).
• Requirements begin for the first quarterly report on Form 10-Q or annual report on Form 20-F or 40-F, as applicable, that contains financial statements for a period ending on or after June 15, 2011.

 

According to the SEC mandate, companies are required to tag their face financial statements in the first year of XBRL reporting. A company also is required to tag its financial statement footnotes and financial statement schedules in its first year, but only as blocks of text.

 

After the first year of such tagging, a company also is required to tag the detailed quantitative disclosures within the footnotes and schedules (all monetary values, percentages and numbers).

 

New public companies are subject to the XBRL requirements for the first quarterly report on Form 10-Q or annual report on Form 20-F or 40-F, as applicable, due after they become public companies.

 

The final SEC rules for corporations and XBRL filings can be found here.

 

Rules governing mutual funds can be found here.

 

Special instructions to help companies in Year 3 can be found here.