SEC Requires Hyperlinks to Exhibits and HTML Format
On March 1, 2017, the SEC adopted rule amendments requiring registrants to include a hyperlink to each exhibit in virtually all filings that require exhibits, whether such exhibit is included in the filing itself or incorporated by reference from another document filed on EDGAR.1 No hyperlink is required when incorporating by reference an exhibit that has not been filed in electronic format. In addition, because ASCII format cannot support functional hyperlinks, these filings would be required to be filed in HTML format.2
Currently, in order to access exhibits incorporated by reference into SEC registration statements and reports, an interested party would need to review the exhibit index of a relevant filing to determine the filing in which the exhibit was included, and then locate the appropriate filing. The SEC believes that the requirement to include hyperlinks from the exhibit index to the actual exhibits will facilitate easier access to these exhibits.
The new rules apply to nearly all forms that are required to include exhibits under Item 601 of Regulation S-K,3 as well as Forms F-10 and 20-F, but do not apply to exhibits filed with Form ABS-EE, Form 6-K, other forms under the multijurisdictional disclosure system, or to XBRL exhibits.
For periodic or current reports under the Exchange Act, active hyperlinks to exhibits would be required when the report is filed. For registration statements, such hyperlinks would be required for the initial filing and each subsequent amendment thereto, including pre-effective amendments (in a change from the proposal, which would have applied only to the registration statement that becomes effective).
Registrants must correct an inaccurate or nonfunctioning link or hyperlink to an exhibit, in the case of a registration statement that is not yet effective, by filing an amendment to the registration statement containing the inaccurate or nonfunctioning link or hyperlink. In the case of a registration statement that has become effective or an Exchange Act report, registrants must correct the inaccurate or nonfunctioning link or hyperlink in the next Exchange Act periodic report that requires, or includes, an exhibit pursuant to Item 601 of Regulation S-K, or in the case of a foreign private issuer, Form 20-F or Form F-10.4 If a filing contains an inaccurate exhibit hyperlink, however, this alone would not render the filing materially deficient, nor affect a registrant’s eligibility to use short-form registration statements.
The final rules are effective for filings submitted on or after September 1, 2017, provided that non-accelerated filers and smaller reporting companies that submit filings in ASCII need not comply until September 1, 2018.5
Alternatively, a registrant may correct an inaccurate or nonfunctioning link or hyperlink in a registration statement that has become effective by filing a post-effective amendment to the registration statement.
The compliance date with respect to any Form 10-D that will require hyperlinks to any exhibit filed with Form ABS-EE is delayed until the SEC staff completes technical programming changes to include such forms in a single submission.