Structured Disclosure at the SEC: History and Rulemaking

Accessible and usable disclosures are central to the SEC's mission of protecting investors, maintaining fair, orderly, and efficient markets, and facilitating capital formation. The Office of Structured Disclosure supports the Commission’s efforts to make required disclosures accessible and usable by structuring disclosures using a variety of standardized languages and frameworks. Many disclosures required by the SEC have leveraged the standardized language eXtensible Markup Language (XML) to structure data filed with the Commission. For example, Form N-MFP, the monthly schedule of portfolio holdings of money market funds, and Form 13F, a reporting form filed by institutional investment managers, are structured using XML. Form D, which is used to file a notice of an exempt offering of securities, and Forms 3, 4, and 5, related to beneficial ownership of securities, are filed via a web form, and XML is generated and made available upon submission.

The Commission has also utilized eXtensible Business Reporting Language (XBRL) to structure data. In 2005, the Commission established a voluntary XBRL filing program for corporate financial statements. Then, in 2007, the voluntary program was expanded to permit mutual funds to submit their risk/return summary information as XBRL exhibits. These voluntary programs for operating companies and mutual funds were ultimately made mandatory in 2009. Additionally, the SEC adopted rules in 2009 requiring Nationally Recognized Statistical Rating Organizations (NRSROs) to provide certain credit rating histories in XBRL on their websites. Those rules were later amended in 2014.

In 2018, the Commission adopted rules requiring operating company financial information and mutual fund risk/return summary information to be submitted in the Inline XBRL format, a specification of XBRL that is both human-readable and machine-readable, on a phased-in basis. In 2019, the Commission required the cover pages of certain operating company filings to be tagged in Inline XBRL. In 2020, the Commission adopted rules that added Inline XBRL requirements (with varying compliance periods) for certain disclosures submitted by registered variable annuity and life insurance separate accounts, registered closed-end funds, and business development companies.

The Commission has also explored the use of other frameworks to structure required disclosures. For example, in 2015 the Commission proposed rules that would require that security-based swap data repositories (SDRs) make security-based swap (SBS) data available to the Commission using the international industry standards Financial products Markup Language (FpML) and Financial Information eXchange Markup Language (FIXML).

In recent rulemaking efforts, the Commission has adopted amendments to modernize filing fee disclosure and payment methods, which allow for more efficient future transactions. The amendments are intended to decrease the possibility of manual error by enhancing the digital process, namely adding new options for Automated Clearing House (ACH) and eliminating options for paper checks and money orders. The amendments became effective on Jan. 31, 2022.

For future initiatives, the Commission will continue to consider how the accessibility and usability of required disclosure can be enhanced through the use of standardized languages and frameworks.

Examples of Final Rules: