I 

115TH CONGRESS 

2D SESSION H. R. 5054 

To provide an exemption for emerging growth companies and other smaller 

companies from the requirements to use Extensible Business Reporting 

Language (XBRL) for financial statements and other periodic reporting, 

and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

FEBRUARY 15, 2018 

Mr. KUSTOFF of Tennessee introduced the following bill; which was referred 

to the Committee on Financial Services 

A BILL 

To provide an exemption for emerging growth companies 

and other smaller companies from the requirements to 

use Extensible Business Reporting Language (XBRL) 

for financial statements and other periodic reporting, 

and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Small Company Disclo5 sure Simplification Act of 2018’’. 


dlhill on DSK3GLQ082PROD with BILLS
2 

•HR 5054 IH

1 SEC. 2. EXEMPTION FROM XBRL REQUIREMENTS FOR 

2 EMERGING GROWTH COMPANIES AND OTHER 

3 SMALLER COMPANIES. 

4 (a) EXEMPTION FOR EMERGING GROWTH COMPA5 NIES.—Emerging growth companies are exempted from 

6 the requirements to use Extensible Business Reporting 

7 Language (XBRL) for financial statements and other 

8 periodic reporting required to be filed with the Commis9 sion under the securities laws. Such companies may elect 

10 to use XBRL for such reporting. 

11 (b) EXEMPTION FOR OTHER SMALLER COMPA12 NIES.—Issuers with total annual gross revenues of less 

13 than $250,000,000 are exempt from the requirements to 

14 use XBRL for financial statements and other periodic re15 porting required to be filed with the Commission under 

16 the securities laws. Such issuers may elect to use XBRL 

17 for such reporting. An exemption under this subsection 

18 shall continue in effect until— 

19 (1) the date that is five years after the date of 

20 enactment of this Act; or 

21 (2) the date that is two years after a deter22 mination by the Commission, by order after con23 ducting the analysis required by section 3, that the 

24 benefits of such requirements to such issuers out25 weigh the costs, but no earlier than three years after 

26 enactment of this Act. 


dlhill on DSK3GLQ082PROD with BILLS
3 

•HR 5054 IH

1 (c) MODIFICATIONS TO REGULATIONS.—Not later 

2 than 60 days after the date of enactment of this Act, the 

3 Commission shall revise its regulations under parts 229, 

4 230, 232, 239, 240, and 249 of title 17, Code of Federal 

5 Regulations, to reflect the exemptions set forth in sub6 sections (a) and (b). 

7 SEC. 3. ANALYSIS BY THE SEC. 

8 The Commission shall conduct an analysis of the 

9 costs and benefits to issuers described in section 2(b) of 

10 the requirements to use XBRL for financial statements 

11 and other periodic reporting required to be filed with the 

12 Commission under the securities laws. Such analysis shall 

13 include an assessment of— 

14 (1) how such costs and benefits may differ from 

15 the costs and benefits identified by the Commission 

16 in the order relating to interactive data to improve 

17 financial reporting (dated January 30, 2009; 74 

18 Fed. Reg. 6776) because of the size of such issuers; 

19 (2) the effects on efficiency, competition, capital 

20 formation, and financing and on analyst coverage of 

21 such issuers (including any such effects resulting 

22 from use of XBRL by investors); 

23 (3) the costs to such issuers of— 

24 (A) submitting data to the Commission in 

25 XBRL; 


dlhill on DSK3GLQ082PROD with BILLS
4 

•HR 5054 IH

1 (B) posting data on the website of the 

2 issuer in XBRL; 

3 (C) software necessary to prepare, submit, 

4 or post data in XBRL; and 

5 (D) any additional consulting services or 

6 filing agent services; 

7 (4) the benefits to the Commission in terms of 

8 improved ability to monitor securities markets, as9 sess the potential outcomes of regulatory alter10 natives, and enhance investor participation in cor11 porate governance and promote capital formation; 

12 and 

13 (5) the effectiveness of standards in the United 

14 States for interactive filing data relative to the 

15 standards of international counterparts. 

16 SEC. 4. REPORT TO CONGRESS. 

17 Not later than one year after the date of enactment 

18 of this Act, the Commission shall provide the Committee 

19 on Financial Services of the House of Representatives and 

20 the Committee on Banking, Housing, and Urban Affairs 

21 of the Senate a report regarding— 

22 (1) the progress in implementing XBRL report23 ing within the Commission; 

24 (2) the use of XBRL data by Commission offi25 cials; 


dlhill on DSK3GLQ082PROD with BILLS
5 

•HR 5054 IH

1 (3) the use of XBRL data by investors; 

2 (4) the results of the analysis required by sec3 tion 3; and 

4 (5) any additional information the Commission 

5 considers relevant for increasing transparency, de6 creasing costs, and increasing efficiency of regu7 latory filings with the Commission. 

8 SEC. 5. DEFINITIONS. 

9 As used in this Act, the terms ‘‘Commission’’, 

10 ‘‘emerging growth company’’, ‘‘issuer’’, and ‘‘securities 

11 laws’’ have the meanings given such terms in section 3 

12 of the Securities Exchange Act of 1934 (15 U.S.C. 78c). 

Æ 


dlhill on DSK3GLQ082PROD with BILLS