The Scullin Group is actively monitoring all EDGAR filing updates. Here is some important information we wanted to convey to you. If you have any questions, please do not hesitate to reach out.

Inline XBRL Final Phase-In Date for Operating Companies

On June 28, 2018, the Commission adopted amendments requiring the use of Inline XBRL for operating company financial statement information and fund risk/return summary information. Inline XBRL allows filers to prepare a single document that embeds machine-readable data directly into a human-readable document, thus providing data users with an easier way to view, access, and explore the contextual information of the underlying data.

Beginning on June 15, 2021, all operating companies submitting structured financial statement information for fiscal periods ending on or after that date must submit it and cover page information that is required to be tagged in Inline XBRL. Large accelerated filers and accelerated filers that prepare their financial statements in accordance with U.S. GAAP are already subject to this requirement. For domestic form filers that are not large accelerated filers or accelerated filers, this requirement will be effective beginning with their first Form 10-Q for a fiscal period ending on or after that date.

If you have any data structuring questions about the Inline XBRL requirements, please email StructuredData@sec.gov. For questions on legal compliance with the Inline XBRL requirements, please contact the Office of Chief Counsel in the Division of Corporation Finance at https://www.sec.gov/forms/corp_fin_interpretive.

EDGAR Release 21.1

On June 25, 2021, tomorrow, EDGAR access changes take effect:

  • Starting June 25, 2021, applicants for EDGAR access who previously used the “Convert Paper Only Filer to Electronic Filer” process will use a new application that will be available on the EDGAR Filer Management Website. This application can be accessed by selecting the “Apply for EDGAR Access: Applicants With a CIK but Without EDGAR Access Codes” hyperlink (formerly “Convert Paper Only Filer to Electronic Filer”) on the home page of the EDGAR Filer Management Website. As part of the application, filers must complete the Form ID and submit an authenticating document. Based on the CIK entered, certain sections of the Form ID will be pre-populated with information currently in EDGAR. For any information that is incorrect, filers must wait until after the Form ID application is accepted by EDGAR to correct the information through the “Retrieve/Edit Data” hyperlink on the EDGAR Filing Website. Filers registered as broker-dealers must make corrections to any information other than their email address by submitting a Form BD/A (amendment to Form BD) to FINRA’s Web CRD/Gateway system. Filers will also be able to save their Form ID application and then resume the application by restoring it at a later time. Textual references to “Convert Paper Only Filer to Electronic Filer” will be updated to “Apply for EDGAR Access: Applicants With a CIK but Without EDGAR Access Codes (formerly “Convert Paper Only Filer To Electronic Filer.”) See Chapter 2 (Quick Guide to EDGAR Filing), Chapter 5 (Constructing Attached Documents and Document Types), and Appendix B (Frequently Asked Questions) of the EDGAR Filer Manual, Volume II: “EDGAR Filing.”
  • Minor text-only updates will be made to the “Apply for EDGAR Access” Form ID user interface.

On June 21, 2021, EDGAR Release 21.2 introduced the following changes:

  • As part of Release 33-10771, the Commission adopted amendments to Forms S-1, S-3, F-1, and F-3 that enable issuers of Exchange Traded Vehicle Securities to register an indeterminate number of securities and pay the fee for those securities on an annual basis. As a result, submission form types S-1, S-1/A, S-3, S-3/A, F-1, F-1/A, F-3, and F-3/A will be updated to include “Exchange Traded Vehicle Securities” as a new Security Type. If “Exchange Traded Vehicle Securities” is chosen as the Security Type in these forms, the “Type of Payment” field will be enabled. The options available for the “Type of Payment” field are “Indeterminate” and “Pay In Advance.” For more information see the “EDGARLink Online XML Technical Specification” document available on Current and Draft Technical Specifications. See Chapter 7 (Preparing and Transmitting EDGARLink Online Submissions) of the EDGAR Filer Manual, Volume II: “EDGAR Filing.”
  • In accordance with Release 33-10871, submission form types N-CEN and N-CEN/A will be updated to include the following changes: If the “Report for period ending” is on or after 12/31/2021, then a response to Item F.18 and Item F.19 is required for N-4, N-6, and S-6 filers. For more information see the “EDGAR Form N-CEN XML Technical Specification” document available on Current and Draft Technical Specifications.
    • The following two new sub-items will be added to Item C.7:
      • l. Rule 12d1-4 (17 CFR 270.12d1-4)
      • m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))
    • The static text for Item C.7 will be updated as follows: “Reliance on certain statutory exemption and rules. Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)”
    • The following two questions will be added for Part F: Additional Questions for Unit Investment Trusts:
      • Item F.18. Reliance on rule 12d1-4. Did the Registrant rely on rule 12d1- 4 under the Act (17 CFR 270.12d1-2) during the reporting period?
      • Item F.19. Reliance on section 12(d)(1)(G). Did the Registrant rely on the statutory exception in section 12(d)(1)(G) of the Act (15 USC 80a- 12(d)(1)(G)) during the reporting period?
    • In addition, submission form types N-CEN and N-CEN/A will be updated to include the following validation changes:
      • Item C.6.g will now accept negative values.
      • Items C.3.b.iii.1, C.3.b.iii.2, C.6.f, C.6.g, E.4.a.ii.1, E.4.a.ii.2, E.4.a.iii.1, and E.4.a.iii.2 will be updated to make decimal values optional instead of required.

      See Section 8.2.26 in Chapter 8 (Preparing and Transmitting Online Submissions) of the EDGAR Filer Manual, Volume II: “EDGAR Filing.”

  • EDGAR will be updated to support the IFRS 2021 Taxonomy. Additionally the following taxonomies will be disallowed: SRT-2019, US-GAAP-2019, COUNTRY-2017, CURRENCY-2019, DEI-2012, DEI-2019, EXCH-2019, RR-2012, SIC-2011, and NAICS-2011. Please see Standard Taxonomies for a complete list of supported standard taxonomies.
  • Section 5.2.5.12 of the EDGAR Filer Manual, Volume II: “EDGAR Filing” will be updated to specify the supported Transformation Rules Registries.
  • Section 6.7.32 of the EDGAR Filer Manual, Volume II: “EDGAR Filing” will be updated so that only an element declaration having standard type textBlockItemType must have the value ‘duration’ for xbrli:periodType.
  • Sections 6.6.36 and 6.6.37 of the EDGAR Filer Manual, Volume II: “EDGAR Filing” are removed because they are obsolete: neither element type has been used in any standard taxonomy since 2014. Filers creating custom elements of this type always have three distinct types to choose from: dates, durations, and strings.
  • The EDGAR Frequently Asked Questions (FAQ) screens of the EDGAR Filing Website and the EDGAR Filer Management Website will be updated to remove the “EDGAR Quick Reference Guides” hyperlink. See Appendix B (Frequently Asked Questions) of the EDGAR Filer Manual, Volume II: “EDGAR Filing.” Additionally, the Introduction for “Appendix B. Frequently Asked Questions” was revised.
  • Minor documentation only corrections were made to EDGAR Filer Manual, Volume II: “EDGAR Filing” as follows:
    • Inclusion of the following Note in Section 8.2.20 of Chapter 8 (Preparing and Transmitting Online Submissions): “The staff of Trading and Markets recently issued a temporary conditional no-action position for broker-dealers unable to obtain notarization services due to difficulties arising from COVID-19. A broker- dealer relying on the no-action guidance relating to the requirement to notarize the oath or affirmation should not check this box.” Replacement of Figure 8-188: “Signature Screen for submission form type X- 17A-5.”
    • Correction of the title of the EDGAR TA XML Technical Specification document in Chapter 3 (Index to Forms).

The Filer Manual is also being revised to address software changes made previously in EDGAR. On May 10, 2021, EDGAR Release 21.1.3 introduced the following changes:

  • In accordance with Release 33-10884, submission form types C, C/A, and C-U were updated to increase the offering limit from $1,070,000 to $5,000,000. Filers can specify up to $5,000,000 for the Target Offering Amount and Maximum Offering Amount. See Chapter 8 (Preparing and Transmitting Online Submissions) of the EDGAR Filer Manual, Volume II: “EDGAR Filing.”
  • In Release 33-10231, the Commission rescinded Form N-Q and Form N-SAR. Accordingly, effective May 10, 2021, EDGAR no longer accepts the following form types: N-Q, N-Q/A, NSAR-A, NSAR-A/A, NSAR-AT, NSAR-AT/A, NSAR-B, NSAR- B/A, NSAR-BT, NSAR-BT/A, NSAR-U, NSAR-U/A, NT-NSAR, and NT-NSAR/A. For more information see the “EDGARLink Online XML Technical Specification” document available on Current and Draft Technical Specifications. See Chapter 3 (Index to Forms), Chapter 7 (Preparing and Transmitting EDGARLink Online Submissions), Appendix C (EDGAR Submission Types), and Appendix E (Automated Conformance Rules for EDGAR Data Fields) of the EDGAR Filer Manual, Volume II: “EDGAR Filing.”

If you have any questions, please contact SEC Filer Support at (202) 551-8900 (option 3).

Sources:

https://www.sec.gov/structureddata/announcement/osd-announcement-061121-inline-xbrl-be-required
https://www.sec.gov/rules/final/2018/33-10514.pdf
https://www.sec.gov/oit/announcement/edgar-release-21.2