In October 2021, the SEC adopted the Filing Fees and Payment Method Modernization final rule. The mandate is far-reaching and will transform how filing fees in registration statements and fee bearing proxies and tender offers are disclosed and disseminated. The SEC is implementing fee disclosure and technical changes in stages, with the first phase effective January 31, 2022, requiring companies to submit a new exhibit in HTML format. Beginning July 31, 2024, Large Accelerated Filers will be required to submit the fee data in Inline XBRL (iXBRL) format, with all other filers phased in beginning July 31, 2025.
Issuers and their legal staff who manage these SEC filings need to understand these changes and prepare now to comply with the SEC updates.
Why is the SEC Making These Changes?
Manual Fee Processes and Errors
The current fee reporting process is manual and error prone. Existing SEC rules require issuers to include the “Calculation of Registration Fee” table and associated footnotes on the cover in their filing. Fees owed to the SEC are calculated based on the table and then input manually into the EDGAR submission header. The SEC reports that their staff manually review every fee-bearing filing due to the large number of errors.
“Where there are discrepancies, the staff has to resolve the discrepancy and often has to contact the filer to do so. During the 2020 fiscal year, we estimate that approximately 610 fee-bearing filings (representing approximately 0.9% of all fee-bearing filings) contained filer errors requiring manual correction by Commission staff. Common types of filing fee calculation errors involve improper use of offsets, improper use of carryforwards, improper reference to previously paid amounts, and incorrect rule references. When an error occurs, filers must expend additional effort to work with the staff to correct the errors.”
Generating Consistent Fee Table Formatting
To reduce errors and improve the quality of fee data, the SEC is changing the layout and location of the current fee table. Beginning January 31, 2022, all fee calculation tables will be required to follow the new layout which includes additional columns and more required data (even if a prior filing used the previous format).
Improving the Usability of Fee Table Data
As filers and the legal community modify their table data to meet the new requirements, it paves the way for well-structured fee tagging by the time iXBRL is required beginning July 31, 2024. Transitioning to iXBRL further demonstrates the SEC’s aggressive plan to incorporate interactive data wherever possible to improve investor and SEC staff access to filer data.
New Fee Tables
The SEC is implementing three new fee tables. The required disclosure and format depend on the specific filing and fee data being reported.
Table 1: Newly Registered and Carry Forward Securities
Table 2: Fee Offset Claims and Sources
Table 3: Combined Prospectuses 429 Reference
EDGAR System Changes
Beginning January 31, 2022, the EDGAR system will be updated to support the fee table changes and pave the way for Inline XBRL by implementing the following changes:
- The Filing Fee Calculation table and associated footnotes will move from the cover page to a separate exhibit document.
- The new EDGAR exhibit will be called EX-FILING FEES.
- It is required on applicable filings with which pay fees, including:
- Registration statements and prospectuses filed under Rule 424(b)
- Tender offers
- Filed in HTML format until Inline XBRL is mandated.
- EDGAR submission headers will include a new tag “Fee table included” to indicate when a fee is being paid.
- EDGAR will suspend applicable fee bearing submissions that do not include the required submission header change(s) and exhibit.
iXBRL Fee Data Tagging Phase-In Schedule
The SEC plans to update the EDGAR system prior to the iXBRL mandate to allow for early testing of tagged fee data. The iXBRL phase-in dates are:
- Large Accelerated Filers beginning July 31, 2024
- All other Filers beginning July 31, 2025.
- Note: iXBRL tagging of filing fees will cover companies registering securities on any applicable filing, including IPOs.
Be PreparedTo successfully prepare for phase 1 of the SEC Filing Fee modernization on January 31, 2022, there are several steps filers can take.
- Review the new SEC mandated fee table layout and modify your disclosures accordingly.
- Ensure your service provider is aware and ready to meet both the disclosure and technical changes.
- Confirm any filing with fee data includes that data in the required new required exhibit document, EX-FILING FEES.
- Check the test filing to ensure there are no fee warnings or errors. This could cause a live filing to suspend.
Stay tuned for future posts as we explore the impact of the rule and implementation in more detail.
Toppan Merrill SEC Support - firstname.lastname@example.org
Jennifer Froberg, Senior Product Specialist at Toppan Merrill
With over 15 years of industry experience in the SEC regulatory landscape, Jennifer supports and advises clients in how to get their filings right. Part of a Toppan Merrill team of EDGAR experts who provide practical compliance expertise in a variety of subjects, Jennifer focuses on analyzing the scope of SEC rulemaking and where the agency is headed. Toppan Merrill’s deep SEC subject matter knowledge provides companies with an array of pragmatic tools to navigate the frequently changing SEC requirements. Jennifer is immersed in how regulatory changes will impact the filers, investors and the market. She has a particular focus on structured data and ESG initiatives.