SEC Adopts Final Rules to Require Hyperlinks to Exhibits in Filings
The SEC adopted final rules that amend Item 601 of Regulation S-K and Rules 102 and 105 of Regulation S-T to require registrants to include a hyperlink to each exhibit identified in the exhibit index of a registration statement or periodic or current report.
On March 1, 2017, the SEC adopted final rules that amend Item 601 of Regulation S-K ( www.practicallaw.com/1-382-3749) and Rules 102 and 105 of Regulation S-T to require registrants to include a hyperlink to each exhibit identified in the exhibit index of a registration statement ( www.practicallaw.com/4-382-3743) or periodic or current report, unless the exhibit is filed in paper under a temporary or continuing hardship exemption under Rules 201 or 202 of Regulation S-T, or under Rule 311 of Regulation S-T. The final rules also make corresponding amendments to Form F-10 ( www.practicallaw.com/6-565-3105) and Form 20-F ( www.practicallaw.com/8-386-0012) .
Registrants will be required to include an active hyperlink to each exhibit listed in the exhibit index as follows:
For periodic and current reports, when the report is filed.
For registration statements, when the initial registration statement and each of its amendments is filed.
The final rules exclude XBRL exhibits and the exhibits filed with Form ABS-EE because these exhibits are in unconverted code and are not incorporated by reference ( www.practicallaw.com/3-382-3531) into other filings.
In addition, the final rules require that registrants submit their filings in HTML format. Currently, registrants must submit EDGAR ( www.practicallaw.com/6-382-3431) filings in either ASCII or HTML formats. However, registrants may continue to file in ASCII any schedules or forms not subject to the exhibit filing requirements under Item 601, such as proxy statements ( www.practicallaw.com/8-382-3722) , or other documents included with a filing, such as an exhibit.
A registrant must correct a nonfunctioning hyperlink or hyperlink to the wrong exhibit by filing:
In the case of a registration statement that is not yet effective, a pre-effective ( www.practicallaw.com/4-382-3432) amendment to the registration statement.
In the case of a registration statement that is effective or an Exchange Act report, in the next Exchange Act periodic report that requires, or includes, an exhibit under Item 601 of Regulation S-K (or, in the case of a foreign private issuer ( www.practicallaw.com/1-382-3481) , under Form 20-F or Form F-10).
The final rules make clear that, where a filing contains an inaccurate exhibit hyperlink, the inaccurate hyperlink alone will not render the filing materially deficient, nor will it affect a registrant's eligibility to use short-form registration statements.
The final rules will take effect on September 1, 2017. However:
Non-accelerated filers ( www.practicallaw.com/5-382-3648) and smaller reporting companies ( www.practicallaw.com/4-382-3823) that submit filings in ASCII will have until September 1, 2018 to comply with the rules.
The compliance date for any Form 10-D filing that will require a hyperlink to an exhibit filed with Form ABS-EE will be delayed until the SEC staff completes programming changes to EDGAR that will allow registrants to include the Form 10-D and Form ABS-EE in a single submission so that the required exhibit hyperlinks can be created at the time the Form 10-D is filed. The SEC will publish a notice in the Federal Register and on the SEC's website announcing the compliance date for those Form 10-D filings.
To learn more about the requirements for filing documents with the SEC, see Practice Note, Filing Documents with the SEC ( www.practicallaw.com/7-383-5122) .