The SEC’s EDGAR system and the EDGAR Filer Manual (EFM) contain rules and requirements for preparing and submitting electronic filings to the SEC. The SEC periodically updates EDGAR and the EFM to implement new electronic filing requirements or enhance the processing of existing requirements.

On October 1, 2018, the SEC made the following changes to the EFM as part of EDGAR Release 18.3, which includes changes in how the SEC validates XBRL documents upon submission. The new rules related to XBRL filings are as follows:

• EDGAR will notify filers via a notification warning when their submissions have possible XBRL tagging issues, such as when:
  • A filing contains a deprecated element.
  • Certain U.S. GAAP and IFRS numeric reporting items are tagged incorrectly as negative.
  • A filing contains custom Axis tags when a standard taxonomy Axis tag already exists.
• For Forms 485BPOS and 497, each series identifier in the scope of the submission should appear as a member of “dei:LegalEntityAxis” in at least one context.
• Submission header XML elements must be included, or excluded, based on form type as prescribed in the EDGARLink Online Technical Guide.

XBRL Errors Versus XBRL Warnings

Filers are encouraged to submit a test filing before filing live to determine whether the filing contains any errors or warnings. Errors related to the XBRL submission are identified as "WRN: XBRL Error…” and if not corrected — for example, if filing XBRL as an exhibit — the XBRL exhibit would be stripped from the live filing and the rest of the filing would be accepted into EDGAR. The filer would then need to submit an amended filing with the corrected XBRL filing.

An XBRL warning is identified as "WRN: XBRL Warning" and implies the possibility that an error is included in the XBRL filing. The warning would not cause an XBRL filing to be stripped or rejected, and the filing would still be accepted into EDGAR. There are specific instances, however, in which a false positive could be identified but would not necessarily mean there is a true error within the filing. All warnings should be reviewed to determine whether the warning should be resolved.

Filers using an inline format are still subject to the existing rules; however, because the inline XBRL and the HTML information are combined into one format, an XBRL error would cause the filing with inline HTML to be stripped. With the implementation of the new validations, filers should be aware that these issues will be transparent to the SEC and public users, and should therefore consider building enough time into the period-end process to assess the warnings and remediate if necessary.

Contacts

If you have questions about this journal entry or would like information about the services Deloitte can provide, please contact our XBRL specialists:

• Jeff Naumann (jnaumann@deloitte.com).
• Eric Klinger (eklinger@deloitte.com).