EDGAR Filing Requirements and Form 144 Filings

January 12, 2023

As part of the U.S. Securities and Exchange Commission’s Final Rule on Updating EDGAR Filing Requirements and Form 144 Filings, reporting companies are required, with compliance dates beginning on January 11, 2023, to submit certain documents electronically, including “glossy” annual reports, notices of exempt solicitations and preliminary roll-up communications, and notices of sales of securities of certain issuers. Machine-readable interactive data files (iXBRL format) are required for the filing of financial statements and accompanying notes in the annual reports of employee stock purchase, savings and similar plans, on Form 11-K.

Affected Form Types Include:

• Form SE
• Form 144
• Form 20-F
• Form 40-F
• Form 6-K
• Form 10-K
• Form 11-K

iXBRL Requirements (Form 11-K):

• Every data point in the financial statements must be tagged
• Narrative disclosures (such as notes to the financial statements) must be tagged
  • Block tags to narrative disclosures
  • Detailed tags to any numeric amounts presented in the narrative text

Final Rule

For more information, please see the SEC’s final rule: https://www.sec.gov/rules/final/2022/33-11070.pdf

Compliance Dates and Affected Entities

January 11, 2023

The following filings required to be submitted electronically include:

• “Glossy” annual reports to security holders
• Notices of exempt solicitations and preliminary roll-up communications
• Annual reports for employee benefit plans on Form 11-K
• Periodic reports and reports with respect to distributions of primary obligations
• Reports or other documents submitted by a foreign private issuer under cover of Form 6-K
• Certifications of approval of exchange listing
• Certain foreign language documents

March 2023:

• Form 144 required to be submitted electronically (XML – fillable format)

July 11, 2025:

• Form 11-K to be tagged with iXBRL.

The FilePoint Solution

FilePoint aims to be the most knowledgeable, cost-effective, and efficient source of investment management products. We know the rules and can help your fund comply with new requirements. Contact us today for more information about how we can help your fund comply with the new rule.