iXBRL Tagging Requirements for Closed-End Funds
March 20, 2023
As part of the U.S. Securities and Exchange Commission’s Final Rule on Securities Offering Reform for Closed-End Investment Companies, closed-end funds and business development companies are required to submit Interactive Data Files (XBRL format) with compliance dates beginning August 1, 2022.
Compliance dates and affected entities
August 1, 2022: For funds eligible to file a short-form registration statement (including A2 and WKSI qualified funds).
Seasoned Funds (“A2 Qualified”)
- At least 12 months of reporting history
- Current and timely filings
- Public float of $75 million or more
Well-Known Seasoned Issuers (“WKSI”)
- At least 12 months of reporting history
- Current and timely filings
- Public float of $700 million or more
February 1, 2023: For all remaining funds
Non-A2 Qualified
- Does not meet criteria for A2 or WKSI
- Either non-traded or has a public float of under $75 million
- New registrant
- Late on a periodic filing
A general overview and background
For any registration statements and post-effective amendments:
Initial filings and pre-effective amendments filed on Form N-2:
- Mostly not required to contain iXBRL tagging
- The SEC requires at least one filing submission with iXBRL prior to effectiveness
Registration statements and post-effective amendments filed on Form N-2:
- Interactive Data Files must be filed concurrently with the filing
- The fund may file with iXBRL in an amendment instead, as long as the amendment is filed on or before the effectiveness date of the related information
Rule 424 filings and shareholder reports:
- Interactive Data Files must be submitted concurrently with the filing
Please see the SEC’s final rule, linked here.
