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Thanks to this Toppan Merrill blog for highlighting that large accelerated filers are required to submit filing fee data in iXBRL starting July 31, 2024 (July 31, 2025 for all other filers).

In a previous blog post, we outlined the initial phases of the SEC’s Filing Fees and Payment Method Modernization final rule. The mandate changed how filing fees in registration statements, fee bearing proxies and tender offers were disclosed and disseminated. While the new fee table layout launched on Jan 31, 2022, we still see instances of fee tables that do not match the specific instructions presented in the final rule or provided in the SEC Forms. During this initial phase, filers have had the option to construct fee tables in HTML without following the explicit instructions of the rules and form instructions.

Beginning July 31, 2024, large accelerated filers are required to submit the fee data in Inline XBRL (iXBRL) format, with all other filers phased in beginning July 31, 2025. Once filers are mandated to file with iXBRL tagging, the layout and requirements for the fee tables must be followed in order for the filing to be accepted by EDGAR.

The blog then walks through how tables need to be formatted for tagging (and filing acceptance), which may require changes to common practices. Here are two examples, but there are many more tips for preparers of filing fee tables — even if you don’t handle XBRL tagging.

Currently: Filers typically list Unallocated (Universal) Shelf at the bottom of the individually listed securities in the fee table.

In iXBRL format: The Unallocated (Universal) Shelf line will be listed first, followed by each listed class nested below.

Currently: Footnote references are allowed in any table cell or table head in HTML format.

In iXBRL format: A single footnote reference is allowed per listed security, excluding nested Unallocated (Universal) Shelf, listed within the table. Footnote references are not allowed in column heads or within the ‘totals’ cell(s). The same footnote cannot be referenced on multiple rows.

Shortly after the blog, the SEC announced that “filers may consult updated information from SEC staff regarding technical and structured data aspects of the Filing Fee Disclosure and Payment Methods Modernization rule on the EDGAR Filing Fees webpage.”

Resources include Filing Fee Modernization—Topics of Frequent Inquiry, Form, Schedule, and Statement Instructions, the EDGAR Filing Fee Interface Courtesy Guide (Filing Fee Interface Guide), the EDGAR Fee Exhibit Preparation Tool (FEPT), the EDGAR XBRL Guide & Technical Specifications (XBRL Guide), and certain test cases.

The SEC also previously posted “How do I” guidance shortly after the voluntary compliance period under the SEC’s Filing Fee Modernization Rule began. The announcement provides contact information for the Staff but strongly encourages filers to review these resources before reaching out.

– Meredith Ervine