Updates on EDGAR 21.4 for Dec. 20, 2021
ATTN: EDGAR Filers
On December 20,2021, EDGAR release 21.4 will introduce changes including adding new form types, along with the following updates:
- As part of Release 33-10771, the Commission adopted rules which will require business development companies to use Inline XBRL to tag their financial statements. In addition, all funds that file on Form N-2 will be required to use Inline XBRL to tag Form N-2 cover page information. The amendments also require funds that file a short-form shelf registration statement on Form N-2 to use Inline XBRL to tag any specified prospectus disclosures that appear in Exchange Act reports that are incorporated by reference into their registration statement (e.g., Forms 10-K, 10-Q, 8-K, N-CSR). In conjunction with the amendments, EDGAR will be updated to support the 2021Q4 Closed-End Funds (CEF) Taxonomy.
► Inline XBRL will have a compliance date of Aug. 1, 2022 for affected funds that are eligible to file a short-form registration statement. For all other affected funds subject to these structured data reporting requirements, the compliance date is Feb. 1, 2023.
- EDGAR will be updated to support the updated version of DEI-2021Q4 Taxonomy:
► The updated version of DEI-2021Q4 Taxonomy includes three new elements that will be required for annual report filings on Form 10-K, Form 20-F, and Form 40-F. Registrants will have to tag the three new elements: AuditorName, AuditorLocation, and AuditorFirmId.
► Annual reports on forms 10-K, 20-F or 40-F filed for periods after December 15, 2021 must contain these three new elements from the DEI-2021Q4 taxonomy to avoid their filing from being suspended.
- On October 13, 2021, the Commission adopted rules to modernize filing fee disclosure and payment methods as part of Release 33-10997. On January 31, 2022, a new Filing Exhibit will be available for filers to comply with the new Rule’s requirements to disclose their filing fee calculation table(s) and related information in the new exhibit for most fee-bearing forms. The new exhibit, which will be titled “EX-FILING FEES,” will initially be filed in an unstructured format for 72 submission types. Instructions for the filing fee exhibit are included in Chapter 7 (Preparing and Transmitting EDGARLink Online Submissions) of the "EDGAR Filer Manual, Volume II: EDGAR Filing. Also, beginning January 31, 2022, a new field “Is Fee Table included?” will be added on those form types where fee header data is optional.
Our Product Team has planned for all the proposed changes disclosed in the release details to make sure you are minimally impacted and can continue to file. The updated DEI-2021Q4 Taxonomy is anticipated to be supported in the Workiva Platform before the end of the year, so stay tuned for news of that release.
Contact us 24/7 at Customer Support should you have any questions. We’re always happy to help. Thanks as always and have a great day!
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Officiële opmerking
The EDGAR system was updated as planned by the SEC. It now supports the 2021Q4 version of the Document and Entity Information (DEI) taxonomy. With this release, the DEI taxonomy has been updated to include elements for tagging auditor information.
For Forms 10-K, 20-F, and 40-F, in order to use the elements for tagging auditor information as required by the Final Rule on Holding Foreign Companies Accountable Act Disclosure, filers are required to use the 2021Q4 version of the DEI taxonomy, which is only compatible with 2021 versions of the other taxonomies.
Please note that ALL annual reports on forms 10-K, 20-F or 40-F filed for periods ending after December 15, 2021 will be required to migrate to US GAAP 2021(DEI 2021 Q4) or SEC-IFRS 2021(DEI 2021Q4) and tag the three new required elements for AuditorName, AuditorLocation, and AuditorFirmId in order to file.
The DEI 2021 Q4 Taxonomies are supported and enabled for use in Workiva. Let us know what questions you have in the meantime. Thanks as always and have a happy holiday season!
UPDATED DEC. 23, 2021
HI Jillian!
We have published some ongoing guidance here about these three pesky tags now that we approaching go time. The short version is that Audit firms will have their preferred suggestions on the location of these disclosures, and may include advice to include on the bottom of the Cover Page, the Principal Accountant Fees and Services information, the Audit Report or the Index to the Consolidated Financial Statements though your firm may have a desired placement. Note that tagging in a hidden section is not allowed and will result in a filing error.
Hopefully that helps some. Let me know if I've missed the mark here or you have any follow-ups. Cheers!
1
Are 424(b)(3) forms impacted by the filing fee update?
0
Hi Daniela,
The short answer is yes, as of Jan 31, 2022.
For the initial implementation, the SEC will be requiring fee filings to move the fee table from the cover page into a new EX-FILING FEES exhibit, as well as provide additional details. Info on that can be found here, including the new table format for specific form types near the bottom of the PDF. This exhibit will be required to be iXBRL tagged as of July 31, 2024 (Large Accelerated Filers) or July 31, 2025 (all other filers).
* Fee Bearing Submission Types in which the EX-FILING FEES document is applicable (Jan 31, 2022) Required: 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 Optional: 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“Optional” here means it may not be needed if there are no fees associated with the filing, but if there are, then it is required.
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