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Changes to SEC Forms as a Result of Inline XBRL and Revised Smaller Reporting Company Definition

by   |   July 1, 2018

As we noted here, the SEC has issued final rules regarding the mandatory use of Inline XBRL and revising the definition of smaller reporting companies, or SRCs.

Inline XBRL

The new Inline XBRL rules include conforming amendments to the cover pages for certain periodic reports, including Forms 10-K and 10-Q. The change to the cover pages eliminates reference to compliance with the website posting requirement. While there is a generous phase in period for required use of Inline XBRL, the rules are technically effective 30 days from publication in the Federal Register.  Therefore, these  changes to the cover page are potentially applicable to second quarter Form 10-Qs for calendar year issuers.

The referenced forms have been revised as follows:

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Smaller Reporting Companies

The new rules include conforming amendments to the cover pages for registration statements (Forms S-1, S-3, S-4, S-8, S-11, Form 10) and periodic reports (Forms 10-K and 10-Q). The new SRC rules now specify a larger threshold for SRC status but the definition of “accelerated filer” remains unchanged.  The change to the cover page of the referenced form reflects this change.  The rules are effective 60 days from publication in the Federal Register.

The referenced forms have been revised as follows:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b 2 of the Exchange Act.:

Large accelerated filer  []        Accelerated filer []

Non accelerated filer [] (Do not check if a

smaller reporting company)

Smaller reporting company []

Emerging growth company []