On December 2, 2021, the SEC issued amendments to finalize the interim rules on “Holding Foreign Companies Accountable Act Disclosure.” Included in this final rule is the requirement for SEC iXBRL filers to tag auditor information within 10-K, 20-F, and 40-F annual reports. Below are highlights of the new iXBRL tagging requirements.
- Effective for any annual report filed for a period ended after December 15, 2021
- Applicable to 10-K, 20-F and 40-Fs as well as their amended forms.
Tagging & Taxonomy
- Elements have been added to the new DEI 2021 Q4 taxonomy to capture the inline tagging requirements. The following facts must be present in the filing:
- Auditor Name
- Auditor Location
- Auditor Firm ID
- US-GAAP & SEC-IFRS Taxonomies
- Filers will need to migrate to an updated version of the US-GAAP or SEC-IFRS taxonomy that includes the DEI 2021 Q4 taxonomy in order to utilize these new elements.
- In addition to new elements, the SEC updated the EDGAR Filer Manual (EFM) with 6.5.54 which includes guidance when a dimension may be appropriate for use with new auditor elements.
- Unlike the Cover Page tagging requirements many filers are already familiar with, auditor information is typically found outside the cover page. Both the final rule and EFM have provided guidance around tagging location:
- Final Rule: “Because we are not adopting a change to the underlying forms, for registrants that are filing their financial statements using Inline XBRL, the final amendments leave placement of the underlying tags within the annual report up to the registrant.”
- EFM 6.5.54: “All three facts must also be visible in the sense defined by 18.104.22.168, and should be tagged where they normally appear, adjacent to the auditors’ opinion.”
- All facts must be visible and can not be included as part of a non-printing section
- Filers should work with their auditors to determine placement of the Auditor Firm ID if it is not currently disclosed.
For information on tagging best practices, see this community post: iXBRL audit information tagging guidance and best practices