XBRL-Related Documents
232.401 — [Removed and Reserved]
[70 FR 6571, Feb. 8, 2005, as amended at 72 FR 39299, July 17, 2007; 72 FR 48742, Aug. 24, 2007; 74 FR 4587, Jan. 26, 2009; 74 FR 6814, Feb. 10, 2009; 74 FR 7775, Feb. 19, 2009; 81 FR 81870, Nov. 18, 2016; 83 FR 40846, Aug. 16, 2018]
232.402 — [Removed and Reserved]
[70 FR 6571, Feb. 8, 2005, as amended at 72 FR 39299, July 17, 2007; 74 FR 6814, Feb. 10, 2009; 83 FR 40846, Aug. 16, 2018]
232.403-232.404 — [Reserved]
232.405 — Interactive Data File submissions.
This section applies to electronic filers that submit Interactive Data Files.
Section 229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S-K), General
Instruction F of § 249.311 of this chapter (Form 11-K), paragraph (101) of Part
II—Information Not Required to be Delivered to Offerees or Purchasers of § 239.40 of this
chapter (Form F-10), § 240.13a-21 of this chapter (Rule 13a-21 under the Exchange Act),
paragraph 101 of the Instructions as to Exhibits of § 249.220f of this chapter (Form 20-F),
paragraph B.(15) of the General Instructions to § 249.240f of this chapter (Form 40-F),
paragraph C.(6) of the General Instructions to § 249.306 of this chapter (Form 6-K),
§ 240.17Ad-27(d) of this chapter (Rule 17Ad-27(d) under the Exchange Act), Note D.5 of
§ 240.14a-101 of this chapter (Rule 14a-101 under the Exchange Act), Item 1 of § 240.14c-101
of this chapter (Rule 14c-101 under the Exchange Act), General Instruction L of
§ 240.14d-100 of this chapter (Rule 14d-100 under the Exchange Act), General Instruction I
of § 249.333 of this chapter (Form F-SR), General Instruction C.3.(g) of §§ 239.15A and
274.11A of this chapter (Form N-1A), General Instruction I of §§ 239.14 and 274.11a-1 of
this chapter (Form N-2), General Instruction C.3.(h) of §§ 239.17a and 274.11b of this
chapter (Form N-3), General Instruction C.3.(h) of §§ 239.17b and 274.11c of this chapter
(Form N-4), General Instruction C.3.(h) of §§ 239.17c and 274.11d of this chapter (Form
N-6), General Instruction 2.( l) of § 274.12 of this chapter (Form N-8B-2), General
Instruction 5 of § 239.16 of this chapter (Form S-6), and General Instruction C.4 of
§§ 249.331 and 274.128 of this chapter (Form N-CSR) specify when electronic filers are
required or permitted to submit an Interactive Data File (§ 232.11), as further described in
note 1 to this section. This section imposes content, format, and submission requirements
for an Interactive Data File, but does not change the substantive content requirements for
the financial and other disclosures in the Related Official Filing (§ 232.11).
(a) Content, format, and submission requirements—General. An Interactive Data File must:
(1) Comply with the content, format, and submission requirements of this section;
(2) Be submitted only by an electronic filer either required or permitted to
submit an Interactive Data File as specified by § 229.601(b)(101) of this chapter (Item
601(b)(101) of Regulation S-K), General Instruction F of § 249.311 (Form 11-K), paragraph
(101) of Part II—Information Not Required to be Delivered to Offerees or Purchasers of
§ 239.40 of this chapter (Form F-10), § 240.13a-21 of this chapter (Rule 13a-21 under the
Exchange Act), paragraph 101 of the Instructions as to Exhibits of § 249.220f of this
chapter (Form 20-F), paragraph B.(15) of the General Instructions to § 249.240f of this
chapter (Form 40-F), paragraph C.(6) of the General Instructions to § 249.306 of this
chapter (Form 6-K), Rule 17Ad-27(d) under the Exchange Act, Note D.5 of Rule 14a-101 under
the Exchange Act, Item 1 of Rule 14c-101 under the Exchange Act, General Instruction L of
§ 240.14d-100 of this chapter (Rule 14d-100 under the Exchange Act), General Instruction I
to § 249.333 of this chapter (Form F-SR), General Instruction C.3.(g) of §§ 239.15A and
274.11A of this chapter (Form N-1A), General Instruction I of §§ 239.14 and 274.11a-1 of
this chapter (Form N-2), General Instruction C.3.(h) of §§ 239.17a and 274.11b of this
chapter (Form N-3), General Instruction C.3.(h) of §§ 239.17b and 274.11c of this chapter
(Form N-4), General Instruction C.3.(h) of §§ 239.17c and 274.11d of this chapter (Form
N-6), General Instruction 2.( l) of § 274.12 of this chapter (Form N-8B-2), General
Instruction 5 of § 239.16 of this chapter (Form S-6), or General Instruction C.4 of
§§ 249.331 and 274.128 of this chapter (Form N-CSR), as applicable;
(i) A form that contains the disclosure required by this section; or
(ii) If the electronic filer is not an open-end management investment company registered under the Investment Company Act, an amendment to a form that contains the disclosure required by this section if the amendment is filed no more than 30 days after the earlier of the due date or filing date of the form and the Interactive Data File is the first Interactive Data File the electronic filer submits or the first Interactive Data File the electronic filer submits that complies or is required to comply, whichever occurs first, with paragraphs (d)(1) through (d)(4), (e)(1), and (e)(2) of this section;
(3) Be submitted using Inline XBRL:
(i) If the electronic filer is not a management investment company registered
under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), a separate account
as defined in Section 2(a)(14) of the Securities Act (15 U.S.C. 77b(a)(14)) registered under
the Investment Company Act of 1940, a registered non-variable annuity issuer as defined in
Rule 405 under the Securities Act (17 CFR 230.405), a business development company as
defined in Section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(48)),
a unit investment trust as defined in Section 4(2) of the Investment Company Act of 1940 (15
U.S.C. 80a-4), a clearing agency that provides a central matching service, or is subject to
§§ 242.800 through 242.835 (Regulation SE), and is not within one of the categories
specified in paragraph (f)(1)(i) of this section, as partly embedded into a filing with the
remainder simultaneously submitted as an exhibit to:
(A) A filing that contains the disclosure this section requires to be tagged;
or
(B) An amendment to a filing that contains the disclosure this section requires
to be tagged if the amendment is filed no more than 30 days after the earlier of the due
date or filing date of the filing and the Interactive Data File is the first Interactive
Data File the electronic filer submits; or
(ii) If the electronic filer is a management investment company registered under
the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), a separate account (as
defined in Section 2(a)(14) of the Securities Act (15 U.S.C. 77b(a)(14)) registered under
the Investment Company Act of 1940, a registered non-variable annuity issuer as defined in
Rule 405 under the Securities Act (17 CFR 230.405), a business development company as
defined in Section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(48)),
a unit investment trust as defined in Section 4(2) of the Investment Company Act of 1940 (15
U.S.C. 80a-4), a clearing agency that provides a central matching service, or is subject to
§§ 242.800 through 242.835 (Regulation SE), and is not within one of the categories
specified in paragraph (f)(1)(ii) of this section, as partly embedded into a filing with the
remainder simultaneously submitted as an exhibit to a filing that contains the disclosure
this section requires to be tagged; and
(4) Be submitted in accordance with the EDGAR Filer Manual and, as applicable,
§ 229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S-K), paragraph (101) of
Part II—Information Not Required to be Delivered to Offerees or Purchasers of § 239.40 of
this chapter (Form F-10), § 240.13a-21 of this chapter (Rule 13a-21 under the Exchange Act),
paragraph 101 of the Instructions as to Exhibits of § 249.220f of this chapter (Form 20-F),
paragraph B.(15) of the General Instructions to § 249.240f of this chapter (Form 40-F),
paragraph C.(6) of the General Instructions to § 249.306 of this chapter (Form 6-K),
§ 240.17Ad-27(d) of this chapter (Rule 17Ad-27(d) under the Exchange Act), Note D.5 of
§ 240.14a-101 of this chapter (Rule 14a-101 under the Exchange Act), Item 1 of § 240.14c-101
of this chapter (Rule 14c-101 under the Exchange Act), General Instruction L of
§ 240.14d-100 of this chapter (Rule 14d-100 under the Exchange Act), General Instruction I
to § 249.333 of this chapter (Form F-SR), General Instruction C.3.(g) of §§ 239.15A and
274.11A of this chapter (Form N-1A), General Instruction I of §§ 239.14 and 274.11a-1 of
this chapter (Form N-2), General Instruction C.3.(h) of §§ 239.17a and 274.11b of this
chapter (Form N-3), General Instruction C.3.(h) of §§ 239.17b and 274.11c of this chapter
(Form N-4), General Instruction C.3.(h) of §§ 239.17c and 274.11d of this chapter (Form
N-6); General Instruction 2.( l) of § 274.12 of this chapter (Form N-8B-2); General
Instruction 5 of § 239.16 of this chapter (Form S-6); or General Instruction C.4 of
§§ 249.331 and 274.128 of this chapter (Form N-CSR).
(b) Content — categories of information presented. (1) If the electronic
filer is not a management investment company registered under the Investment Company Act of
1940 (15 U.S.C. 80a et seq.), a separate account (as defined in Section 2(a)(14) of
the Securities Act (15 U.S.C. 77b(a)(14)) registered under the Investment Company Act of
1940, a registered non-variable annuity issuer as defined in Rule 405 under the Securities
Act (17 CFR 230.405), a business development company as defined in Section 2(a)(48) of the
Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(48)), a unit investment trust as defined
in Section 4(2) of the Investment Company Act of 1940 (15 U.S.C. 80a-4), or a clearing
agency that provides a central matching service, an Interactive Data File must consist of
only a complete set of information for all periods required to be presented in the
corresponding data in the Related Official Filing, no more and no less, from all of the
following categories:
(i) The complete set of the electronic filer's financial statements (which
includes the face of the financial statements and all footnotes);
(ii) As applicable, all schedules set forth in Article 6A of Regulation S-X
(§§ 210.6A-01-210.6A-05) and Article 12 of Regulation S-X (§§ 210.12-01-210.12-29), and all
schedules prepared by plans in accordance with the financial reporting requirements of the
Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001et seq.) and filed
with the Commission on Form 11-K (§ 249.311); and
(iii) The disclosure set forth in paragraph (b)(4) of this section.
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Note to paragraph (b)(1):
It is not permissible for the Interactive Data File to present
only partial face financial statements, such as by excluding comparative
financial information for prior periods.
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(2) If the electronic filer is an open-end management investment company
registered under the Investment Company Act of 1940, a separate account (as defined in
Section 2(a)(14) of the Securities Act) registered under the Investment Company Act of 1940
(15 U.S.C. 80a et seq.), a registered non-variable annuity issuer as defined in Rule
405 under the Securities Act (17 CFR 230.405), a unit investment trust as defined in Section
4(2) of the Investment Company Act of 1940 (15 U.S.C. 80a-4), or a clearing agency that
provides a central matching service, an Interactive Data File must consist of only a
complete set of information for all periods required to be presented in the corresponding
data in the Related Official Filing, no more and no less, from the information set forth
in:
(i) Items 2, 3, and 4 of §§ 239.15A and 274.11A of this chapter (Form N-1A), as
well as any information provided in response to Item 27A(b)-(h) of Form N-1A included in any
report to shareholders filed on §§ 249.331 and 274.128 of this chapter (Form N-CSR);
(ii) Items 2, 4, 5, 11, 18 and 19 of §§ 239.17a and 274.11b of this chapter
(Form N-3);
(iii) Items 2(b)(2), 2(d), 3, 4, 5, 6(a) (instruction), 6(d), 6(e), 7(e), 10,
17, 26(c), or 31A of §§ 239.17b and 274.11c of this chapter (Form N-4);
(iv) Items 2, 4, 5, 10, 11, and 18 of §§ 239.17c and 274.11d of this chapter
(Form N-6);
(v) Any disclosure provided in response to Item 18 of §§ 249.331 and
274.128 of this chapter (Form N-CSR), or
(vi) Item 11 of § 274.12 of this chapter (Form N-8B-2) pursuant to
Instruction 2, including to the extent required by § 239.16 of this chapter (Form S-6); as
applicable.
(3) If the electronic filer is either a closed-end management investment
company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.)
or a business development company as defined in Section 2(a)(48) of the Investment Company
Act of 1940 (15 U.S.C. 80a-2(a)(48)), an Interactive Data File must consist only of a
complete set of information for all corresponding data in the Related Official Filing, no
more and no less, as follows:
(i) For a business development company, for all periods required to be
presented:
(A) The complete set of the electronic filer's financial statements (which
includes the face of the financial statements and all footnotes);
(B) All schedules set forth in §§ 210.12-01 through 210.12-29 of this chapter
(Article 12 of Regulation S-X) related to the electronic filer's financial statements;
and
(ii) All of the information required on the cover page of Form N-2 (§§ 239.14
and 274.11a-1 of this chapter);
(iii) As applicable, all of the information provided in response to Items
3.1, 4.3, 8.2.b, 8.2.d, 8.3.a, 8.3.b, 8.5.b, 8.5.c, 8.5.e, 10.1.a-d, 10.2.a-c, 10.2.e, 10.3,
and 10.5 of Form N-2 in any registration statement or post-effective amendment thereto filed
on Form N-2; or any form of prospectus filed pursuant to § 230.424 of this chapter (Rule 424
under the Securities Act); or, if a Registrant is filing a registration statement pursuant
to General Instruction A.2 of Form N-2, any documents filed pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act, to the extent such information appears therein;
and
(iv) As applicable, the disclosure set forth in paragraph (b)(4) of this section.
(4) The disclosure provided under 17 CFR part 229 (Regulation S-K) and related provisions
that is required to be tagged, including, as applicable:
(i) The information provided pursuant to § 229.402(v) of this chapter
(Item 402(v) of Regulation S-K).
(ii) Any disclosure provided in response to: § 229.402(w) of this chapter (Item 402(w) of
Regulation S-K); Item 6.F of § 249.220f of this chapter (Form 20-F); paragraph (19) of
General Instruction B of § 249.240f of this chapter (Form 40-F); and Item 18 of §§ 249.331
and 274.128 of this chapter (Form N-CSR).
(iii) Any disclosure provided in response to: § 229.402(x) of this chapter
(Item 402(x) of Regulation S-K); § 229.408(a)(1) and (2) of this chapter (Item 408(a)(1) and
(2) of Regulation S-K); § 229.408(b)(1) of this chapter (Item 408(b)(1) of Regulation S-K);
and Item 16J(a) of Form 20-F (§ 249.220f of this chapter).
(vi) The information required by §§ 229.1601 through 229.1610 of this
chapter (subpart 1600 of Regulation S-K).
(v) Any disclosure provided in response to: § 229.106 of this chapter (Item 106 of
Regulation S–K); Item 1.05 of § 249.308 of this chapter (Item 1.05 of Form 8–K); and Item
16K of § 249.220f of this chapter (Item 16K of Form 20–F).
(5) If the electronic filer is a clearing agency that provides a central
matching service, or is subject to §§ 242.800 through 242.835 (Regulation SE), an
Interactive Data File must consist only of a complete set of information for all
corresponding data in the Related Official Filing, no more and no less, as follows:
(i) The information provided pursuant to Rule 17Ad-27 under the Exchange Act.
(ii) For electronic filers subject to Regulation SE, the content of
documents required to be filed electronically under §§ 242.829 and 242.831 of this chapter
(Rules 829 and 831 of Regulation SE); and the Registration Instructions to § 249.1701 of
this chapter (Form SBSEF), as applicable.
(c) Format — Generally. An Interactive Data File must comply with the
following requirements, except as modified by paragraph (d) or (e) of this section, as
applicable, with respect to the corresponding data in the Related Official Filing consisting
of footnotes to financial statements or financial statement schedules as set forth in
Article 6A of Regulation S-X, Article 12 of Regulation S-X or the financial reporting
requirements of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et
seq. ), as applicable:
(1) Data elements and labels — (i) Element accuracy. Each data element (i.e., all text, line item names, monetary values, percentages, numbers, dates and other labels) contained in the Interactive Data File reflects the same information in the corresponding data in the Related Official Filing;
(ii) Element specificity. No data element contained in the corresponding data in the Related Official Filing is changed, deleted, or summarized in the Interactive Data File;
(iii) Standard and special labels and elements. Each data element contained in the Interactive Data File is matched with an appropriate tag from the most recent version of the standard list of tags specified by the EDGAR Filer Manual. A tag is appropriate only when its standard definition, standard label and other attributes as and to the extent identified in the list of tags match the information to be tagged, except that:
(A) Labels. An electronic filer must create and use a new special label to modify a tag's existing standard label when that tag is an appropriate tag in all other respects (i.e., in order to use a tag from the standard list of tags only its label needs to be changed); and
(B) Elements. An electronic filer must create and use a new special element if and only if an appropriate tag does not exist in the standard list of tags for reasons other than or in addition to an inappropriate standard label; and
(2) Additional mark-up related content. The Interactive Data File contains any additional mark-up related content (e.g., the eXtensible Business Reporting Language tags themselves, identification of the core XML documents used and other technology related content) not found in the corresponding data in the Related Official Filing that is necessary to comply with the EDGAR Filer Manual requirements.
(d) Format — Footnotes — Generally. The part of the Interactive Data File for which the corresponding data in the Related Official Filing consists of footnotes to financial statements must comply with the requirements of paragraphs (c)(1) and (2) of this section, as modified by this paragraph (d). Footnotes to financial statements must be tagged as follows:
(1) Each complete footnote must be block-text tagged;
(2) Each significant accounting policy within the significant accounting policies footnote must be block-text tagged;
(3) Each table within each footnote must be block-text tagged; and
(4) Within each footnote,
(i) Each amount (i.e., monetary value, percentage, and number) must be tagged separately; and
(ii) Each narrative disclosure may be tagged separately to the extent the electronic filer chooses.
(e) Format — Schedules — Generally. The part of the Interactive Data File
for which the corresponding data in the Related Official Filing consists of financial
statement schedules as set forth in 17 CFR 210.6A-01 through 210.6A-05) (Article 6A of
Regulation S-X), §§ 210.12-01 through 210.12-29 of this chapter (Article 12 of Regulation
S-X), or the financial reporting requirements of the Employee Retirement Income Security Act
of 1974 (29 U.S.C. 1001 et seq. ), as applicable, must comply with the requirements
of paragraphs (c)(1) and (2) of this section, as modified by this paragraph (e). Such
financial statement schedules must be tagged as follows:
(1) Each complete financial statement schedule must be block-text tagged; and
(2) Within each financial statement schedule,
(i) Each amount (i.e., monetary value, percentage and number) must be tagged separately; and
(ii) Each narrative disclosure may be tagged separately to the extent the electronic filer chooses.
(f) Format — Phase-in for Inline XBRL submissions. (1) The following electronic filers may choose to submit an Interactive Data File:
(i) In the manner specified in paragraph (f)(2) of this section rather than as
specified by paragraph (a)(3)(i) of this section: Any electronic filer that is not an
open-end management investment company registered under the Investment Company Act of 1940
(15 U.S.C. 80a et seq.) if it is within one of the following categories, provided,
however, that an Interactive Data File first is required to be submitted in the manner
specified by paragraph (a)(3)(i) of this section for a periodic report on Form 10-Q
(§ 249.308a of this chapter) if the filer reports on Form 10-Q:
(A) A large accelerated filer (§ 240.12b-2 of this chapter) that prepares its financial statements in accordance with generally accepted accounting principles as used in the United States and none of the financial statements for which an Interactive Data File is required is for a fiscal period that ends on or after June 15, 2019;
(B) An accelerated filer (§ 240.12b-2 of this chapter) that prepares its financial statements in accordance with generally accepted accounting principles as used in the United States and none of the financial statements for which an Interactive Data File is required is for a fiscal period that ends on or after June 15, 2020; and
(C) A filer not specified in paragraph (f)(1)(i)(A) or (B) of this section that prepares its financial statements in accordance with either generally accepted accounting principles as used in the United States or International Financial Reporting Standards as issued by the International Accounting Standards Board and none of the financial statements for which an Interactive Data File is required is for a fiscal period that ends on or after June 15, 2021.
(ii) In the manner specified in paragraph (f)(3) of this section rather than as specified by paragraph (a)(3)(ii) of this section: Any electronic filer that is an open-end management investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.) that, together with other investment companies in the same “group of related investment companies,” as such term is defined in § 270.0-10 of this chapter, has assets of:
(A) $1 billion or more as of the end of the most recent fiscal year until it files an initial registration statement (or post-effective amendment that is an annual update to an effective registration statement) that becomes effective on or after September 17, 2020; and
(B) Less than $1 billion as of the end of the most recent fiscal year until it files an initial registration statement (or post-effective amendment that is an annual update to an effective registration statement) that becomes effective on or after September 17, 2021.
(2) The electronic filers specified in paragraph (f)(1)(i) of this section may submit the Interactive Data File solely as an exhibit to:
(i) A filing that contains the disclosure this section requires to be tagged; or
(ii) An amendment to a filing that contains the disclosure this section requires to be tagged if the amendment is filed no more than 30 days after the earlier of the due date or filing date of the filing and the Interactive Data File is the first Interactive Data File the electronic filer submits.
(3) The electronic filers specified in paragraph (f)(1)(ii) of this section may submit the Interactive Data File solely as an exhibit to a filing that contains the disclosure this section requires to be tagged, up to 15 business days after the effective date of the registration statement or post-effective amendment that contains the related information, or the filing of a form of prospectus made pursuant to § 230.497(c) or (e) of this chapter (paragraph (c) or (e) of Rule 497).
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Note 1 to § 232.405:
Section 229.601(b)(101) of this chapter (Item 601(b)(101) of
Regulation S-K) specifies the circumstances under which an Interactive Data File
must be submitted and the circumstances under which it is permitted to be
submitted, with respect to §§ 239.11 (Form S-1), 239.13 (Form S-3), 239.25 (Form
S-4), 239.18 (Form S-11), 239.31 (Form F-1), 239.33 (Form F-3), 239.34 (Form
F-4), 249.310 (Form 10-K), 249.308a (Form 10-Q), and 249.308 (Form 8-K) of this
chapter. General Instruction F of § 249.311 of this chapter (Form 11-K)
specifies the circumstances under which an Interactive Data File must be
submitted, and the 556 circumstances under which it is permitted to be
submitted, with respect to Form 11-K. Paragraph (101) of Part II—Information not
Required to be Delivered to Offerees or Purchasers of § 239.40 of this chapter
(Form F-10) specifies the circumstances under which an Interactive Data File
must be submitted and the circumstances under which it is permitted to be
submitted, with respect to Form F-10. Paragraph 101 of the Instructions as to
Exhibits of § 249.220f of this chapter (Form 20-F) specifies the circumstances
under which an Interactive Data File must be submitted and the circumstances
under which it is permitted to be submitted, with respect to Form 20-F.
Paragraph B.(15) of the General Instructions to § 249.240f of this chapter (Form
40-F) and Paragraph C.(6) of the General Instructions to § 249.306 of this
chapter (Form 6-K) specify the circumstances under which an Interactive Data
File must be submitted and the circumstances under which it is permitted to be
submitted, with respect to §§ 249.240f (Form 40-F) and 249.306 (Form 6-K) of
this chapter. Section 240.17Ad-27(d) of this chapter (Rule 17Ad27(d) under the
Exchange Act) specifies the circumstances under which an Interactive Data File
must be submitted with respect to the reports required under Rule 17Ad-27. Note
D.5 of § 240.14a-101 of this chapter (Schedule 14A) and Item 1 of § 240.14c-101
of this chapter (Schedule 14C) specify the circumstances under which an
Interactive Data File must be submitted with respect to Schedules 14A and 14C.
General Instruction L of § 240.14d-100 of this chapter (Schedule TO) specifies
the circumstances under which an Interactive Data File must be submitted with
respect to Schedule TO. Section 240.13a-21 of this chapter (Rule 13a-21 under
the Exchange Act) and General Instruction I to § 249.333 of this chapter (Form
F-SR) specify the circumstances under which an Interactive Data File must be
submitted, with respect to Form F-SR. §§ 242.829 and 242.831 of this chapter
(Rules 829 and 831 of Regulation SE) and the Registration Instructions to
§ 249.1701 of this chapter (Form SBSEF), as applicable, specify 557 the
circumstances under which an Interactive Data File must be submitted with
respect to filings made under Regulation SE. Item 601(b)(101) of Regulation S-K,
paragraph (101) of Part II—Information not Required to be Delivered to Offerees
or Purchasers of Form F-10, paragraph 101 of the Instructions as to Exhibits of
Form 20-F, paragraph B.(15) of the General Instructions to Form 40-F, and
paragraph C.(6) of the General Instructions to Form 6-K all prohibit submission
of an Interactive Data File by an issuer that prepares its financial statements
in accordance with §§ 210.6-01 through 210.6-10 of this chapter (Article 6 of
Regulation S-X). For an issuer that is a management investment company or
separate account registered under the Investment Company Act of 1940 (15 U.S.C.
80a et seq.), a registered non-variable annuity issuer as defined in Rule
405 under the Securities Act (17 CFR 230.405), a business development company as
defined in Section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C.
80a-2(a)(48)), or a unit investment trust as defined in Section 4(2) of the
Investment Company Act of 1940 (15 U.S.C. 80a-4), General Instruction C.3.(g) of
Form N-1A (§§ 239.15A and 274.11A of this chapter), General Instruction I of
Form N-2 (§§ 239.14 and 274.11a-1 of this chapter), General Instruction C.3.(h)
of Form N-3 (§§ 239.17a and 274.11b of this chapter), General Instruction
C.3.(h) of Form N-4 (§§ 239.17b and 274.11c of this chapter), General
Instruction C.3.(h) of Form N-6 (§§ 239.17c and 274.11d of this chapter),
General Instruction 2.(l) of Form N-8B-2 (§ 274.12 of this chapter), General
Instruction 5 of § 239.16 of this chapter (Form S-6), and General Instruction
C.4 of §§ 249.331 and 274.128 of this chapter (Form N-CSR), specify when
electronic filers are required or permitted to submit an Interactive Data File
(§ 232.11), as further described in note 1 to this section and General
Instruction C.4 of Form N-CSR (§§ 249.331 and 274.128 of this chapter), as
applicable, specifies the circumstances under which an Interactive Data File
must be submitted.
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[74 FR 6814, Feb. 10, 2009; 74 FR 15667, Apr. 7, 2009, as amended at 74 FR
7775, Feb. 19, 2009; 74 FR 21256, May 7, 2009; 76 FR 46617, Aug. 3, 2011; 83 FR 40846,
Aug. 16, 2018; 85 FR 25964, May 1, 2020; 85 FR 33290, June 1, 2020; 86 FR 70027, Dec. 9,
2021; 86 FR 70166 Dec. 9, 2021; 87 FR 22444, Apr. 15, 2022; 87 FR 35393, June 10, 2022; 87
FR 55134, Sept. 8, 2022; 87 FR 72758, Nov. 25, 2022; 87 FR 73076, Nov. 28, 2022; 87 FR
80362, Dec. 29, 2022; 88 FR 13872, Mar. 6, 2023; 88 FR 36002, June 1, 2023; 88 FR 51896,
Aug. 4, 2023; 88 FR 70436, Oct. 11, 2023; 88 FR 87156, Dec. 15, 2023; 89 FR 24372, April
8, 2024; 89 FR 14158, Feb. 26, 2024; 89 FR 59978, July 24, 2024]
232.406 — Cover Page XBRL Data Tagging.
Electronic filers submitting Forms 10-K (§ 249.310 of this chapter), 10-Q (§ 249.308a of this chapter), 8-K (§ 249.308 of this chapter), 20-F (§ 249.220f of this chapter) or 40-F
(§ 249.240f of this chapter) who are required to submit Interactive Data Files (§ 232.11) in Inline XBRL format in accordance with this Regulation S-T must tag in Inline XBRL electronic format, in the manner provided by the EDGAR Filer Manual, all of the information provided by the electronic filer that is required on the cover page of these forms.
[84 FR 12674, Apr. 2, 2019]
232.406T — Temporary rule related to Interactive Data Files.
(a) Scope. Section 232.406T addresses the liability for the Interactive Data File. An Interactive Data File is subject to the same liability provisions as the Related Official Filing except as provided in paragraphs (b) and (c) of this section.
(b) In general. The Interactive Data File, regardless of whether it is an exhibit to a document incorporated by reference into filings:
(1) Is subject to the anti-fraud provisions of section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act, § 240.10b-5 of this chapter, and section 206(1) of the Investment Advisers Act except as provided in paragraph (c) of this section;
(2) Is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act or section 34(b) of the Investment Company Act, and otherwise is not subject to liability under these sections; and
(3) Is deemed filed for purposes of § 232.103.
(c) Good faith attempts and prompt correction. Subject to paragraph (b) of this section, the Interactive Data File shall be subject to liability for a failure to comply with § 232.405, but shall be deemed to have complied with § 232.405 and would not be subject to liability under the anti-fraud provisions set forth in paragraph (b)(1) of this section or under any other liability provision if the electronic filer:
(1) Makes a good faith attempt to comply with § 232.405; and
(2) After the electronic filer becomes aware that the Interactive Data File fails to comply with § 232.405, promptly amends the Interactive Data File to comply with § 232.405.
(d) Temporary section. Section 232.406T is a temporary section that applies to an Interactive Data File submitted to the Commission less than 24 months after the electronic filer first was required to submit an Interactive Data File to the Commission pursuant to § 232.405, not taking into account any grace period, but no later than October 31, 2014. After these dates, an Interactive Data File is subject to the same liability provisions as the Related Official Filing. This temporary section will expire on October 31, 2014.
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Effective Date Note:
At 74 FR 6814, Feb. 10, 2009, § 232.406T was added, effective Apr. 13, 2009 to Oct. 31, 2014.
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232.407 — Interactive data financial report filings.
Section 407 of Regulation S-T (§ 232.407) applies to electronic filers that file Interactive Data Financial Reports (§ 232.11) as required by Rule 13n-11(f)(5) (§ 240.13n-11(f)(5) of this chapter). Section 407 imposes content, format, and filing requirements for Interactive Data Financial Reports, but does not change the substantive content requirements for the financial and other disclosures in the Related Official Financial Report Filing (§ 232.11). Rule 13n-11(f)(5) specifies the circumstances under which an Interactive Data Financial Report must be filed as an exhibit.
(a) Content, format, and filing requirements – General. Interactive Data Financial
Reports must:
(1) Comply with the content, format, and filing requirements of this section;
(2) Be filed only by an electronic filer that is required to file an Interactive Data Financial Report pursuant to Rule 13n-11(f)(5) as an exhibit to a filing; and
(3) Be filed in accordance with the EDGAR Filer Manual and Rules 13n-11(f)(5) and (g) (§§ 240.13n-11(f)(5) and (g)).
(b) Content – categories of information presented. An Interactive Data Financial Report
must consist of only a complete set of information for all periods required to be presented in the corresponding data in the Related Official Financial Report Filing, no more and no less, for the following categories, as applicable:
(1) The complete set of the electronic filer’s financial statements (which includes the face of the financial statements and all footnotes); and
(2) All schedules set forth in Article 12 of Regulation S-X (§§ 210.12-01 - 210.12-29 of this chapter) related to the electronic filer’s financial statements.
Note to paragraph (b): It is not permissible for the Interactive Data Financial Report to
present only partial face financial statements, such as by excluding comparative financial information for prior periods.
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(c) Format – Generally. An Interactive Data Financial Report must comply with the
following requirements, except as modified by paragraph (d) or (e) of this section, as applicable, with respect to the corresponding data in the Related Official Financial Report Filing consisting of footnotes to financial statements or financial statement schedules as set forth in Article 12 of Regulation S-X:
(1) Data elements and labels.
(i) Element accuracy. Each data element (i.e., all text, line item names, monetary values,
percentages, numbers, dates and other labels) contained in the Interactive Data Financial Report reflects the same information in the corresponding data in the Related Official Financial Report Filing;
(ii) Element specificity. No data element contained in the corresponding data in the
Related Official Financial Report Filing is changed, deleted or summarized in the Interactive Data Financial Report;
(iii) Standard and special labels and elements. Each data element contained in the
Interactive Data Financial Report is matched with an appropriate tag from the most recent version of the standard list of tags specified by the EDGAR Filer Manual. A tag is appropriate only when its standard definition, standard label, and other attributes as and to the extent identified in the list of tags match the information to be tagged, except that:
(A) Labels. An electronic filer must create and use a new special label to modify a tag’s
existing standard label when that tag is an appropriate tag in all other respects (i.e., in order to
use a tag from the standard list of tags only its label needs to be changed); and
(B) Elements. An electronic filer must create and use a new special element if and only if
an appropriate tag does not exist in the standard list of tags for reasons other than or in addition to an inappropriate standard label; and
(2) Additional mark-up related content. The Interactive Data Financial Report contains
any additional mark-up related content (e.g., the eXtensible Business Reporting Language tags
themselves, identification of the core XML documents used and other technology-related content) not found in the corresponding data in the Related Official Financial Report Filing that is necessary to comply with the EDGAR Filer Manual requirements.
(d) Format – Footnotes - Generally. The part of the Interactive Data Financial Report for
which the corresponding data in the Related Official Financial Report Filing consists of footnotes to financial statements must comply with the requirements of paragraphs (c)(1) and (c)(2) of this section, as modified by this paragraph (d). Each complete footnote must be block- text tagged.
(e) Format – Schedules - Generally. The part of the Interactive Data Financial Report for
which the corresponding data in the Related Official Financial Report Filing consists of financial
statement schedules as set forth in Article 12 of Regulation S-X must comply with the requirements of paragraphs (c)(1) and (c)(2) of this section, as modified by this paragraph (e). Each complete schedule must be block-text tagged.
[80 FR 14437, Mar. 19, 2015]
232.408 — Filing fee exhibit interactive data.
The filing fee exhibit required by the following provisions must be submitted in Inline
XBRL as provided by the EDGAR Filer Manual except to the extent the following provisions
otherwise provide: § 229.601(b)(107) of this chapter (Item 601(b)(107) of Regulation S-K);
paragraph (107) to Part II Information Not Required to be Delivered to Offerees or
Purchasers of Form F-10 (§ 239.40 of this chapter); § 230.424(g) and (i)(2) of this
chapter (Rules 424(g) and (i)(2)); § 240.13e-1(a)(7) of this chapter (Rule 13e-1(a)(7));
Item 16(b) of Schedule 13E-3 (§ 240.13e-100 of this chapter); paragraph (4) under “Part
II—Information Not Required To Be Sent to Shareholders” of Schedule 13E-4F (§ 240.13e-102
of this chapter); Item 25(b) of Schedule 14A (§ 240.14a-101 of this chapter); Item 12(b)
of Schedule TO (§ 240.14d-100 of this chapter); paragraph (4) under “Part II—Information
Not Required To Be Sent to Shareholders” of Schedule 14D-1F (§ 240.14d-102 of this
chapter); Item 25.2.s of Form N-2 (§§ 239.14 and 274.11a-1 of this chapter); and paragraph
18 of Item 16 of Form N-14 (§ 239.23 of this chapter).
[86 FR 70166 Dec. 9, 2021]