New XBRL Requirement for Registrants to Tag Auditor Information, Including PCAOB ID Number, in Annual Reports

On December 20, 2021, the SEC amended its EDGAR Filer Manual (Section 6.5.54) to require registrants using Inline XBRL to tag the following three new data elements in annual reports:

1. The name of the auditor (or auditors) who have provided opinions related to the financial statements presented in the registrant’s annual report
2. The location (i.e., city and state, province or country) where the auditor’s report has been issued, and
3. The PCAOB ID Number(s) of the audit firm(s) or branch(es) providing the opinion(s).

These amendments are effective for all annual reports filed on Forms 10-K, 20-F, or 40-F for periods ending on or after December 15, 2021. While the auditor’s name and location (Items 1 and 2 above) currently appear in annual reports, the PCAOB ID Number (Item 3 above) does not. The PCAOB ID Number is publicly available on the PCAOB Registration, Annual and Special Reporting tool.

The changes to the EDGAR Filer Manual were made to facilitate the SEC’s implementation of the requirements of the Holding Foreign Companies Accountable Act (HFCAA) of 2020 (see SEC Release No. 34-93701 — the “HFCAA adopting release”). One impact of the HFCAA is that all annual reports filed on Forms 10-K, 20-F, or 40-F will include a new item: “Disclosure Regarding Foreign Jurisdictions that Prevent Inspections” (e.g., Item 9C in Form 10-K). Unless the registrant is audited by an auditor based in China or Hong Kong, generally this new item will be marked “not applicable” by registrants. However, even if the registrant is not audited by an auditor based in China or Hong Kong, the tagging of the three new data elements described above is required for all registrants filing annual reports on Forms 10-K, 20-F, or 40-F.