When Will You Have To Submit XBRL To the SEC?

We're getting a lot of questions about who has to file XBRL when. Some questions we can try to clarify now, others will have to wait until the SEC publishes the actual proposal. To determine when you have to start filing ask yourself the following questions:

Is your company a Large Accelerated filer?

• No: You'll start in year 3 of the phase in period so that means filings with reporting periods on or after 2010-12-15 will include XBRL.
• Yes: Keep going!

Does your company file using US GAAP?

• No: Year 3 (reporting periods on or after 2010-12-15).
• Yes: Getting closer!

Does your company have over $5 billion global float?

• No: Year 2 (reporting periods on or after 2009-12-15).
• Yes: You win!

If you answered yes to all of the questions above you're part of the first year mandate. So beginning with reporting periods on or after 2008-12-15 you need to include XBRL. There is a 30 day grace period on your first filing in year 1 (also for the first filing in year 2) then XBRL is submitted concurrently with your official filing as exhibits to your E1 or E2 document. For companies with calendar year end fiscal periods this means your 10-K filing goes first.   Otherwise it's the first report where the period closed on or after your mandated start date.

We need to wait for the proposal to find out exactly which form types are included. What we know now is that annual, quarterly, transition and registration statements with financials for the effected reporting periods are included. We don't believe Proxies are a part of this. We're waiting for clarification on form types like N-3, N-4 and N-6, earnings releases and which particular "S" types are included.

We're getting many questions about float: When is the cut off date to calculate it? Does it include debt? Watch for the published proposal next week (we'll definitely announce it here). It should contain those details. If the published proposal doesn't clear up these issues and you still have questions then write a comment letter to the SEC. There will be instructions for submitting comments in the proposal.

-- Ed Hodder