I 

113TH CONGRESS 

2D SESSION H. R. 4164 

To exempt smaller public companies from requirements relating to the use 

of Extensible Business Reporting Language for periodic reporting to 

the Securities and Exchange Commission, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

MARCH 6, 2014 

Mr. HURT (for himself and Ms. SEWELL of Alabama) introduced the following 

bill; which was referred to the Committee on Financial Services 

A BILL 

To exempt smaller public companies from requirements relating to the use of Extensible Business Reporting Language for periodic reporting to the Securities and Exchange Commission, 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’’. 


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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 the later of— 

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

20 enactment of this Act; or 

21 (2) a determination by the Commission, by 

22 order after conducting the analysis required by sec23 tion 3, that the benefits of such requirements to 

24 such issuers outweigh the costs. 

25 (c) MODIFICATIONS TO REGULATIONS.—Not later 

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


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1 Commission shall revise its regulations under parts 229, 

2 230, 232, 239, 240, and 249 of title 17, Code of Federal 

3 Regulations, to reflect the exemptions set forth in sub4 sections (a) and (b). 

5 SEC. 3. ANALYSIS BY THE SEC. 

6 The Commission shall conduct an analysis of the 

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

8 the requirements to use XBRL for financial statements 

9 and other periodic reporting required to be filed with the 

10 Commission under the securities laws. Such analysis shall 

11 include an assessment of— 

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

13 the costs and benefits identified by the Commission 

14 in the order relating to interactive data to improve 

15 financial reporting (dated January 30, 2009; 74 

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

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

18 formation, and financing and on analyst coverage of 

19 such issuers (including any such effects resulting 

20 from use of XBRL by investors); and 

21 (3) the costs to such issuers of— 

22 (A) submitting data to the Commission in 

23 XBRL; 

24 (B) posting data on the website of the 

25 issuer in XBRL; 


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1 (C) software necessary to prepare, submit, 

2 or post data in XBRL; and 

3 (D) any additional consulting services or 

4 filing agent services. 

5 SEC. 4. REPORT TO CONGRESS. 

6 Not later than one year after the date of enactment 

7 of this Act, the Commission shall provide the Committee 

8 on Financial Services of the House of Representatives and 

9 the Committee on Banking, Housing, and Urban Affairs 

10 of the Senate a report regarding— 

11 (1) the progress in implementing XBRL report12 ing within the Commission; 

13 (2) the use of XBRL data by Commission offi14 cials; 

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

16 (4) the results of the analysis required by sec17 tion 3; and 

18 (5) any additional information the Commission 

19 considers relevant for increasing transparency, de20 creasing costs, and increasing efficiency of regu21 latory filings with the Commission. 

22 SEC. 5. DEFINITIONS. 

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

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


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

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

Æ 


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