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sec-edgar-xblr

Open Source Edgar Filer using XBLR

About XBLR

XBRL, eXtensible Business Reporting Language, is an XML-based markup language used to communicate financial and business data electronically. Although XBRL is based on XML, XBRL software is generally user-friendly, requiring no previous knowledge of XML and no IT background. Any entity can use XBRL to encode its financial information such as financial statements, earnings releases, and so forth. In simple terms, XBRL is a tool that benefits all users of financial statements by providing increased functionality over traditional paper, Hyper Text Markup Language (HTML), and other image-based financial reporting formats.

XBRL is used to encode financial statements so that the information in those statements can be read automatically by XBRL-enabled software and more easily sorted and compared. Computers have no inherent knowledge of financial reporting and do not understand information that is not fully defined. Making information machine-readable requires data to be accompanied by contextual information. Consider the example in Figure 1. Telling a computer ?our net sales were 131,383 is useless without defining what the number represents (net sales), the currency in which it is reported (dollars), scaling and rounding (thousands), time period covered (2013), and the company identity (ABC Company). This accompanying context allows a computer to make sense of ?131,383. The markup codes used in XBRL describe financial data in a format that computers can classify, sort, and analyze.

Filing XBLR Format

The technical specifications are located at https://www.sec.gov/oit/Article/info-edgar-tech-specs.html

Final

  • EDGAR Filer Manual (UPDATED 07/09/18)
  • ABS XML Technical Specification (Version 1.7) (UPDATED 07/17/17)
  • EDGARLink Online XML Technical Specification (Version 25) (UPDATED 07/09/18)
  • EDGARLink™ Rel 9.0 and NSAR Rel 6.1a Software
  • Form 13F XML Technical Specification (Version 1.3) (UPDATED 12/12/16)
  • Form 17-H XML Technical Specification (Version 1.1) (UPDATED 07/17/17)
  • Form C XML Technical Specification (Version 3) (UPDATED 07/09/18)
  • Form CFPORTAL XML Technical Specification (Version 1.2) (UPDATED 07/17/17)
  • Form D XML Technical Specifications (Version 10) (UPDATED 07/09/18)
  • Form MA XML Technical Specification (Version 1) (UPDATED 12/12/16)
  • Form N-CEN XML Technical Specification (Version 2.1) (UPDATED 03/12/18)
  • Form N-MFP1 XML Technical Specification (Version 1.2) (UPDATED 08/17/16)
  • Form N-MFP2 XML Technical Specification (Version 2.0) (UPDATED 03/13/17)
  • Form N-PORT XML Technical Specification (Version 1.3) (UPDATED 03/12/18)
  • Form SDR XML Technical Specification (Version 3) (UPDATED 09/14/15)
  • Form TA XML Technical Specification (Version 1.3) (UPDATED 07/09/18)
  • Form X-17A-5 XML Technical Specification (Version 3.0) (UPDATED 03/13/17)
  • Ownership XML Technical Specifications Document (Version 5.1) (UPDATED 09/14/15)
  • Reg A XML Technical Specification (Version 1.4) (UPDATED 03/13/17)
  • SBS Entity Forms XML Technical Specification (Version 1) (UPDATED 04/25/16)
  • Standard Industrial Classification (SIC) Codes
  • XSLT Stylesheets for HTML Rendering of EDGAR XML Filings
  • EDGAR Dissemination System

Draft For more information visit http://xbrl.sec.gov

  • DRAFT Taxonomies
  • EDGAR Standard Taxonomies
  • EDGAR XBRL Validation Errors and Warnings
  • Interactive Data Test Suite
  • Preview Interactive Data Submissions

When

Quarterly report on Form 10-Q or annual report on Form 20-F or Form 40-F containing financial statements for a fiscal period ending on or after June 15, 2011.

Who

All remaining filers using US GAAP, including smaller reporting companies, and all foreign private issuers that prepare their financial statements in accordance with IFRS as issued by the ISAB.

EDGAR Filer Manual

Updates to the manual can be found at https://www.sec.gov/info/edgar/edmanuals.htm

The Securities Exchange Act of 1934

Section 12 begins on page 111 through page 121 of the attached PDF

Paragraph (b) - page 111

Outlines the minimum requirements to file the offering statement, if you do not meet the minimums, you can still file as voluntary.

  • (b) A security may be registered on a national securities exchange by the issuer filing an application with the exchange (and filing with the Commission such duplicate originals thereof as the Commission may require), which application shall contain— ** (1) Such information, in such detail, as to the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer, and any guarantor of the security as to principal or interest or both, as the Commission may by rules and regulations require, as necessary or appropriate in the public interest or for the protection of investors, in respect of the following: 28 *** (A) the organization, financial structures, and nature of the business; *** (B) the terms, position, rights, and privileges of the different classes of securities outstanding; *** (C) the terms on which their securities are to be, and during the preceding three years have been, offered to the public or otherwise; *** (D) the directors, officers, and underwriters, and each security holder of record holding more than 10 per centum of any class of any equity security of the issuer (other than an exempted security), their remuneration and their interests in the securities of, and their material contracts with, the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer; *** (E) remuneration to others than directors and officers exceeding $20,000 per annum; *** (F) bonus and profit-sharing arrangements; *** (G) management and service contracts; *** (H) options existing or to be created in respect of their securities; *** (I) material contracts, not made in the ordinary course of business, which are to be executed in whole or in part at or after the filing of the application or which were made not more than two years before such filing, and every material patent or contract for a material patent right shall be deemed a material contract; *** (J) balance sheets for not more than the three preceding fiscal years, certified if required by the rules and regulations of the Commission by a registered public accounting firm; *** (K) profit and loss statements for not more than the three preceding fiscal years, certified if required by the rules and regulations of the Commission by a registered public accounting firm; and *** (L) any further financial statements which the Commission may deem necessary or appropriate for the protection of investors. ** (2) Such copies of articles of incorporation, bylaws, trust indentures, or corresponding documents by whatever name known, underwriting arrangements, and other similar documents of, and voting trust agreements with respect to, the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer as the Commission may require as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security. ** (3) Such copies of material contracts, referred to in paragraph (1)(I) above, as the Commission may require as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security.

Paragraph (g) - page 116

This section refers to interstate of large issuers, which includes internet solicitation.

  • (g)(1) Every issuer which is engaged in interstate commerce, or in a business affecting interstate commerce, or whose securities are traded by use of the mails or any means or instrumentality of interstate commerce shall— ** (A) within 120 days after the last day of its first fiscal year ended on which the issuer has total assets exceeding $10,000,000 and a class of equity security (other than an exempted security) held of record by either— *** (i) 29 2,000 persons, or *** (ii) 500 persons who are not accredited investors (as such term is defined by the Commission), and ** (B) in the case of an issuer that is a bank, a savings and loan holding company (as defined in section 10 of the Home Owners’ Loan Act), or a bank holding company, as such term is defined in section 2 of the Bank Holding Company Act of 1956 (12 U.S.C. 1841), not later than 120 days after the last day of its first fiscal year ended after the effective date of this subsection, on which the issuer has total assets exceeding $10,000,000 and a class of equity security (other than an exempted security) held of record by 2,000 or more persons, register such security by filing with the Commission a registration statement (and such copies thereof as the Commission may require) with respect to such security containing such information and documents as the Commission may specify comparable to that which is required in an application to register a security pursuant to subsection (b) of this section. Each such registration statement shall become effective sixty days after filing with the Commission or within such shorter period as the Commission may direct. Until such registration statement becomes effective it shall not be deemed filed for the purposes of section 18 of this title. Any issuer may register any class of equity security not required to be registered by filing a registration statement pursuant to the provisions of this paragraph. The Commission is authorized to extend the date upon which any issuer or class of issuers is required to register a security pursuant to the provisions of this paragraph.