Final Rule: Filing Fee Disclosures

On October 13, 2021, the Securities and Exchange Commission (SEC) unanimously voted to adopt the proposed changes to modernize filing fee disclosures, effective January 31, 2022. These filing fees apply to investment and operating companies whose filings include registered securities offerings, tender offers, mergers and acquisition transactions, and registration fees. The changes include differences in payment methods allowed, fee disclosure structuring, and the format of the disclosures themselves. 

The first part of the amendment changes the way filers may pay their fees. It adds the ability to pay by Automated Clearing House (ACH) payments or credit and debit cards while eliminating the option to pay by paper check or money order. The new changes will give filers only three ways to pay: ACH, credit and debit card, or bank wire. By digitizing payments, the process can become more efficient and trackable, and reduce the number of rejected filings because of incomplete payment information. These payment changes will be effective May 31, 2022.

The second big change involves the structuring of filing fee disclosure tables. The filing fee information will be moved from the current cover page disclosure to a separate exhibit included with the filing. The basic fee table will be expanded to include the type of security, registration form type, file number, effective date, fees paid in connection with amendments, total offering amount, current fee rate, total fee offsets, net fees due, and previously paid amounts. There will also be a separate fee offset table to show the calculation of any offsets the filer is claiming. Additionally, the new rule allows filers to file a single prospectus that relates to multiple registration statements. These combined prospectus filings will include a third table in their fee disclosures.

The third part of the amendment is the requirement to tag these disclosures using machine-readable inline XBRL (iXBRL). This would cut down on the time it takes to review these filings, which is currently a manual process. The iXBRL requirements will be phased in based on filer type. Large accelerated filers will have 30 months after the January 31, 2022 effective date, which makes the compliance date July 31, 2024. All other filers will have 42 months, with a compliance date of July 31, 2025. The SEC anticipates the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system will accept these filings six months before the earliest compliance date.