The SEC announced that beginning March 16, 2026, the EDGAR system will suspend filings with fee data tagging issues. Currently, the SEC provides warnings on test and live filings for some fee tagging quality issues. On March 16, some of those warnings will become errors that cause a filing to suspend. Filers need to be ready for this significant change to ensure their fee data is properly iXBRL tagged to avoid late or suspended filings.
Inline XBRL tagging of fee data implemented in stages
In previous blog posts, we discussed the stages of the Filing Fee Disclosure final rule, and how to accurately comply with the nuances of the final rule. The SEC chose Inline XBRL tagging data to improve the accuracy and efficiency of fee data, benefiting both filers and SEC staff. The SEC Fee Unit manually reviewed all filing fee data in the past, due to frequent errors and mistakes. In 2020, the SEC reviewed approximately 610 fee-bearing filings with fee data errors. The SEC made it clear in the final rule that the iXBRL format will more “effectively automate the filing fee preparation, disclosure, assessment, and verification processes.”
The SEC provided filers with a two-year phase-in period for iXBRL tagging, based on filer status. The first stage began with moving the fee table to Exhibit 107 (known as “EX FILING FEES” in EDGAR filings) and requiring consistently formatted fee tables. These changes laid the foundation for the next stage: tagging uniform, well-structured tables across various registration statements (and fee-bearing proxy and tender offers). Finally, all filers were required to tag their fee data beginning July 31, 2025.
The SEC eased the tagging transition for filers by creating the Fee Exhibit Preparation Tool (FEPT) to build and tag filing fee exhibits. FEPT provides automatic validation of fee data, including verification of previous filing details and preventing errors that could cause a filing to suspend. The SEC also created the Filing Fee Data (FFD) taxonomy to allow filers to tag fee data themselves. Ensuring that fee data is accurate and without errors will be even more critical beginning March 16 with the upcoming EDGAR change.
EDGAR fee data warnings and errors
The EDGAR system validates tagged fee data on all test and live filings, and provides warnings or errors for incorrect fee data tagging. Some warnings are informational only while other warnings may indicate an issue that should be corrected. The SEC’s XBRL Filing Fee guide outlines the wording in a EDGAR validation that will trigger an error: The words “must” or “must not” mean that if the validation fails, an error will be raised and the submission will be suspended. The words “should” or “should not” mean that if the validation fails, the exhibit will be accepted and a warning message will be issued. An XBRL validation error in fee data on a test or live filing will cause a filing to suspend and signals a serious issue that must be rectified before EDGAR will accept the filing.
Sample informational warning that the original file number being referenced was not Inline XBRL tagged, and any SEC review would be manual rather than automatic. Information fee warnings can usually be ignored.
THE SUBMISSION CONTAINED THE FOLLOWING WARNINGS
INF: FT_CARRY_FORWARD_HEADER_WAY_CHECK
MSG: Informational: Since the referenced registration with file number 333-****** was submitted with fee information in the filing’s header, there will be a manual, rather than automated verification of this information.
Sample warning indicating that certain fields may be left blank:
WRN: FT_13030602
MSG: [EFM.FT.3.3.6.r457r OmitableFlds] for submission type 424Bx, Offering 1,
Rule 457(r), ffd:MaxAggtOfferingPrice may be omitted.
Filers relying on Securities Act Rules 456(b) and 457(r) to defer a fee payment may omit the Amount Registered, Proposed Maximum Offering Price Per Unit, and Maximum Aggregate Offering Amount.
Sample error that must be corrected:
ERR: FT_11010101
MSG: [EFM.FT.1.1.1.amdFileNb] for submission type 424B2, Submission / Fees
Summary, ffd:RegnFileNb value “333-******” must be equal to header file Number “333-*****”
Recommendations
- Ensure your fee tables are structured correctly, so tagging can be applied accurately
- Check the SEC form instructions for your specific form type (e.g., Form S-1, PRE 14A, etc.)
- Use the SEC’s FEPT system to accurately and efficiently construct tagged filing fee exhibits
- Ensure your service provider is using FEPT or applies the SEC’s Filing Fee Data (FFD) taxonomy correctly, if using the taxonomy directly
- Review similar tagged filings from peers to see how filing fee tables were disclosed and tagged
- The SEC’s full text search is a vast repository of EDGAR filings and allows search by form type to find similar examples
- Review test and live filing warnings to correct any fee tagging issues
How Toppan Merrill can help
Toppan Merrill is here to help you comply with the SEC fee tagging requirements. Contact us at [email protected] or 800.688.4400 to speak with one of our dedicated SEC Reporting experts.
Resources
SEC resources
- SEC announcement: https://www.sec.gov/newsroom/whats-new/edgar-suspend-filings-incorrect-or-incomplete-structured-data-filing-fee-exhibits
- Fee Modernization final rule: https://www.sec.gov/rules-regulations/2021/10/filing-fee-disclosure-payment-methods-modernization#33-10997final
- XBRL tagging guide: https://www.sec.gov/files/edgar/filer-information/specifications/xbrl-guide.pdf
- https://www.sec.gov/submit-filings/improving-edgar/edgar-filing-fee-modernization-topics-frequent-inquiry
- EDGAR Filing Fee Guide: https://www.sec.gov/files/edgar/filing-fee-interface-guide.pdf
