Effective July 31, 2024, large accelerated filers must submit fee data in Inline XBRL format in registration statements, fee bearing proxies and tenders offers, with all other filers phased in beginning July 31, 2025.
Prior to July 31, filers could construct fee tables without strictly adhering to the Filing Fee Disclosure and Payment Methods Modernization rule and form instructions published by the U.S. Securities and Exchange Commission (SEC). However, large accelerated filers must now follow the prescribed fee table layout and iXBRL tagging requirements in order for the filing to be accepted by EDGAR.
The SEC Staff continues to use data tagging to doublecheck whether required elements of new rules are there so incorrect tagging could lead to filing delays or potentially SEC comments. See this Toppan Merrill post for common mistakes and helpful tips for submitting filing fee data.
For example, many recently filed Registration Statements on Form S-8 still contain an error in their Filing Fee Table exhibit. In the Fee Calculation Rule column, companies frequently list “Rule 457(c) and Rule 457(h),” which is incorrect. However, under the final rules, if relying on a rule other than Rule 457(a), (f), (o), or (u), companies should use “Other.” Accordingly, in a Form S-8, the correct Fee Calculation Rule should be “Other.” The company can then reference the specific rule in a footnote if desirable.
Consider taking a closer look at any filing fee tables to ensure compliance.
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.
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