The SEC recently amended the definition for Accelerated and Large Accelerated Filers. This SEC update also resulted in a new checkbox for the cover of Forms 20-F, 40-F and 10-K. The objective of the new checkbox is to indicate if the issuer has filed the ICFR (Internal Controls over Financial Reporting) auditor attestation report. There are no new submission header tags associated with the new checkbox, which will be required to be tagged in iXBRL once a filer has been phased into iXBRL requirements.
Overview of Final Rule
Accelerated and Large Accelerated Filer Definitions (effective Monday, April 27th, 2020):
The definitions for Accelerated and Large Accelerated are revised to exclude an issuer that qualifies as a Smaller Reporting Company (“SRC”) when it:
- Has public float of less than $75 million, or;
- Has a public float of more than $75 million and less than $700 million, and annual revenues of less than $100 million in the most recent fiscal year.
- The revised filer definitions apply “to an annual report due on or after the effective date (of the rule: 4/27/20).”
Under the revised definitions, smaller reporting companies are not required to file an auditor’s attestation with their (next) annual report.
ICFR Auditor Attestation Checkbox
A new checkbox must be added to the cover page of affected annual reports to indicate if the issuer has filed the ICFR auditor attestation report.
- Affected form types: 20-F, 40-F and 10-K and related.
- Is tagged in iXBRL Cover tagging for filers that have phased into inline filing requirements
- Per the final rule the following checkbox will be added to the cover:
- “Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.”
- The checkbox be placed on the cover under the following text for:
20-F and 40-F (Annual Reports)
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
The amended rule is effective Monday, April 27th.
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