US-SEC XBRL Filing Requirements

On January 30, 2009, the SEC adopted rules that require companies to provide to the Commission financial statements in XBRL format, as well as posting to corporate websites (if companies maintain websites). The Securities and Exchange Commission (SEC) has adopted amendments that require companies to provide their financial statements in interactive data format using eXtensible Business Reporting Language (XBRL).

The primary purpose of the amendments is to make financial information easier for investors to analyze and to assist companies in automating regulatory filings and business information processing.

These rules apply to domestic and foreign companies using U.S. GAAP and to foreign private issuers using International Financial Reporting Standards as issued by the International Accounting Standards Board. These rules were effective from April 13, 2009.


The XBRL data is required, as an exhibit, with a company’s annual and quarterly reports, transition reports, and Securities Act registration statements as well as reports on Form 8-K or Form 6-K that contain revised or updated financial statements. The tagged disclosures include companies’ primary financial statements (including balance sheet, income statement, statement of comprehensive income, statement of cash flows and statement of owners equity), footnote disclosures, and financial statement schedules. The disclosure in XBRL format is submitted as an exhibit along with the traditional electronic filing formats in ASCII or HTML.

The final rules require a three-year phase-in schedule beginning with a company’s first quarterly report on Form 10-Q, or annual report on Form 20-F or Form 40-F, that contains financial statements for fiscal periods ending on or after:

June 15, 2009– the proposed rules would apply only to domestic and foreign large accelerated filers that use U.S. GAAP and have a worldwide public float above $5 billion (determined as of end their 2nd fiscal quarter of the most recent fiscal year), which is estimated to cover approximately 500 companies.
June 15, 2010– all other domestic and foreign large accelerated filers using U.S. GAAP would be subject to interactive data reporting (public float above $700 million determined as of end their 2nd fiscal quarter of the most recent fiscal year).
June 15, 2011– all remaining filers using U.S. GAAP, including smaller reporting companies, and all foreign private issuers that prepare their financial statements in accordance with IFRS as issued by the IASB would be subject to the same interactive data reporting requirements.

to structure data. In 2005, the Commission established a voluntary XBRL filing program for corporate financial statements.