SEC filing fee exhibit requirement
UPDATED January 2024
The SEC has announced and approved a new Filing Fee Disclosure and Payment Methods Modernization. As of January 31, 2022, the SEC will be requiring filing fee type forms to move the CALCULATION OF REGISTRATION FEE style table from the cover page to a new EX-FILING FEE exhibit. This is currently a normal EDGAR document but will be required to be XBRL tagged starting in 2024 or 2025 depending on the filer’s acceleration status (more info below) Also starting on May 31, 2022, filers will be able to submit payment using ACH, debit cards, or credit cards, in addition to the current wire transfer method.
The Final Rule can be found here: https://www.sec.gov/rules/final/2021/33-10997.pdf
The EX-FILING FEE exhibit
In addition to location of this info, the SEC also requires significant new information to be provided in the table which was previously only included in the filing wizard or not included at all. This includes items such as a new table for indicting fee offset information and additional data. Starting on page 116 of the final rule PDF, there is a form-type specific tables including the required table format and information which must be disclosed.
For example, a current Form S-8 cover page fee table may look like this:
As of Jan. 31, 2022, this S-8 example will need to be in the EX-FILING FEES exhibit in the following format:
Impacted Form Types
The following form types that will always require the EX-FILING FEES exhibit and will be suspended if it is not present:
- F-1, F-1MEF, F-10, F-10EF, F-3, F-3ASR, F-3D, F-3MEF, F-4, F-4MEF
- N-14 8C, N-14MEF, N-2, N-2 POSASR, N-2ASR, N-2MEF, POSASR, S-1, S-1MEF
- S-11, S-11MEF, S-3, S-3ASR, S-3D, S-3MEF, S-4, S-4EF, S-4MEF, S-8,
- SC 13E3, SC TO-I, SC TO-T, SC13E4F, SC14D1F, SF-1, SF-1MEF, SF-3, SF-3MEF, 424I
The following types may include the exhibit, and if they do, the new filing wizard checkbox “Filing Fees Table Included” must be checked:
- F-1/A, F-10/A, F-3/A, F-4/A, N-14 8C/A, N-2/A
- POS AM, PREM14A, PREM14C,PRER14A, PRER14C
- S-1/A, S-11/A, S-3/A, S-4/A, SC 13E1, SC 13E1/A, SC 13E3/A
- SC TO-I/A, SC13E4F/A, SC14D1F/A, SF-1/A, SF-3/A
- 424B1, 424B2, 424B3, 424B4, 424B5, 424B6, 424B7, 424B8, 424H, 424H/A
XBRL Tagging
Although this is initially a regular EDGAR document, this exhibit will need to be iXBRL tagged based on the following phase-in dates:
Large accelerated filings
- Filings submitted on or after 30 months after the requirements effectiveness (July 31, 2024)
Accelerated filers, certain investment companies that file registration statements on Forms N-2 and N-14, and all other filers
- Filings submitted on or after 42 months after the requirements effectiveness (July 31, 2025)
The SEC approved the Filing Fee Disclosure (FFD) Taxonomy on January 29, 2024 through EDGAR release 24.0.1. The new FFD taxonomy will be used to tag the filing fee exhibit.
Exhibit Index and Hyperlinking
The EX-FILING FEES exhibit must be included in the exhibit index and hyperlinked. While EX-FILING FEES is the EDGAR label, the regulation refers to it as Exhibit 107 so the exhibit number should be specified as 107.
“As further discussed below, the Commission proposed to add a row (107) to the exhibit table in Item 601(a) of Regulation S-K”
Additional Resources:
As always, let us know what questions you have and if you need anything further. Thanks much and happy fee filings!
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공식 댓글
Just a quick update regarding EDGAR Filing Fees:
- On 8/31/2023 the SEC released an EDGAR Filing Fee Beta program announcement Filers Encouraged to Participate in EDGAR Filing Fee Beta
- Extended the deadline to sign-up to participate in EDGAR Filing Fee Beta program to 12/8/2023 (previous deadline was 8/31/2023)
Please follow this post to stay up-to-date as we learn more about Filing Fee Disclosure and Payment Methods Modernization.
RE: Filing Fee Disclosure and Payment Methods Modernization Timeline and Beta Testing
Hello community!
We have some new information regarding the Filing Fee Disclosure and Payments Methods Modernization timeline that was recently published.
Starting Oct. 2, 2023, a beta environment will be available with the SEC to test iXBRL for the fee calculation exhibit. Filers must sign-up for beta testing no later than August 31, 2023.
To sign up, send an to FilingFeeBetaFeedback@sec.gov including company name and CIK. The sender email address must be the EDGAR contact listed in EDGAR.
Important dates:
- August 31, 2023: deadline to sign-up for beta testing
- October 2, 2023: EDGAR Beta testing begins
- January 31, 2024: voluntary compliance period for submission of iXBRL fee exhibits begins
- July 31, 2024: large accelerated filers mandated to tag their fee data in iXBRL
- July 21, 2025: all other filers mandated to tag their fee data in iXBRL
Workiva will continue to monitor SEC communication on this topic. Please follow this post to stay up-to-date as we learn more about Filing Fee Disclosure and Payment Methods Modernization.
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Has anybody actually tried the beta testing?
We tried and got error message when submit. Some of the errors it points to are "document created using Wdesk", "document contains Wdesk copyright"...we use Workiva for pretty much all of our SEC filings. Now for beta testing, we can't use Wdesk to create the document for testing purpose?
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