Sample Letter to Companies Regarding Their XBRL Disclosures
Sept. 7, 2023
Since 2009, the Commission’s rules have required companies to provide the information from the financial statements in their registration statements and periodic and current reports in machine-readable format using eXtensible Business Reporting Language (XBRL). In 2018, the Commission began requiring the use of Inline XBRL for financial statement information. Subsequently, the Commission has required additional disclosures to be made using XBRL and Inline XBRL. The Commission has noted that investors and market participants have gained experience with XBRL and Inline XBRL and that there is increased evidence that data in these formats is useful to investors.
In December 2022, the Financial Data Transparency Act (FDTA) became law. The FDTA requires, among other things, that the Commission establish a program to improve the quality of the corporate financial data filed or furnished by issuers under the Securities Act of 1933 Act (the Securities Act) and the Securities Exchange Act of 1934 (the Exchange Act).
At times, the Division of Corporation Finance (the Division) has provided comments to companies regarding their disclosure obligations as they relate to XBRL and Inline XBRL through the Division’s selective reviews of filings made under the Securities Act and the Exchange Act.
The following illustrative letter contains sample comments that, depending on the particular facts and circumstances, and type of filing under review, the Division may issue to certain companies. These sample comments do not constitute an exhaustive list of the issues that companies should consider as they prepare their XBRL and Inline XBRL disclosures. The Division urges companies to consider these sample comments and additional guidance in this area as they prepare their disclosure documents. Additional guidance relating to the structured data filing requirements is available on the SEC website at SEC.gov | Office of Structured Disclosure.
 The statements in this guidance represent the views of the staff of the Division of Corporation Finance. This guidance is not a rule, regulation, or statement of the Securities and Exchange Commission (“Commission”). The Commission has neither approved nor disapproved its content. This guidance, like all staff guidance, has no legal force or effect: it does not alter or amend applicable law, and it creates no new or additional obligations for any person.
 17 CFR 232.405. See also, Interactive Data to Improve Financial Reporting, Release No. 33-9002 (adopting release) [74 FR 6776 (Feb. 10, 2009)] as corrected by Interactive Data to Improve Financial Reporting, Release No. 33-9002A [74 FR 15666 (Apr. 7, 2009)].
 See Inline XBRL Filing of Tagged Data, Release No. 33-10514 (adopting release) [83 FR 40846 (Aug. 16, 2018)]. Inline XBRL requires companies to prepare a single document that is both human-readable and machine-readable, rather than prior requirements where a company generated an HTML document of their financial statement information and then tagged a copy of the data to create a separate XBRL exhibit.
 See, e.g., FAST Act Modernization and Simplification of Regulation S-K, Release No. 33-10618 (adopting release) [84 FR 12674 (Apr. 2, 2019)] as corrected by FAST Act Modernization and Simplification of Regulation S-K; Correction, Release No. 33-10618A [84 FR 13796 (Apr. 8, 2019)]; Filing Fee Disclosure and Payment Methods Modernization, Release No. 33-10997 (adopting release) [86 FR 70166 (Dec. 9, 2021)]; Holding Foreign Companies Accountable Act Disclosure, Release No. 34-93701 (adopting release) [86 FR 70027 (Dec. 9, 2021)]. More recently, the Commission has adopted additional disclosures requirements subject to XBRL and Inline XBRL. See, e.g., Share Repurchase Disclosure Modernization, Release 34-97424 (adopting release) [88 FR 36002 (Jun. 1, 2023)]; Insider Trading Arrangements and Related Disclosures, Release No. 33-11138 (adopting release) [87 FR 80362 (Dec. 29, 2022)].
 See, e.g., Pay Versus Performance, Release 34-95607 (adopting release) [87 FR 55134 (Sept. 8, 2022)].
 The Financial Data Transparency Act was adopted as Title LVIII of the James M. Inhofe National Defense Authorization Act for Fiscal Year 2023. Pub. L. 117-263, 136 Stat. 2395 (Dec. 23, 2022).
 See Sec. 5825(a)(1) of the FDTA.
 Our evaluation and comments do not address Securities Act registration statements or Exchange Act reports of asset-backed security (ABS) issuers, who operate under separate data tagging requirements.