[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[S. 638 Introduced in Senate (IS)]
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118th CONGRESS
1st Session
S. 638
To amend the Securities Act of 1934 to require country-by-country
reporting.
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
March 2, 2023
Mr. Van Hollen (for himself, Mr. Durbin, Mr. Sanders, Mr. Whitehouse,
Ms. Smith, Ms. Klobuchar, Mr. Casey, Mr. Blumenthal, Ms. Baldwin, Ms.
Duckworth, and Ms. Warren) introduced the following bill; which was
read twice and referred to the Committee on Banking, Housing, and Urban
Affairs
_______________________________________________________________________
A BILL
To amend the Securities Act of 1934 to require country-by-country
reporting.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Disclosure of Tax Havens and
Offshoring Act''.
SEC. 2. COUNTRY-BY-COUNTRY REPORTING.
(a) Country-by-Country Reporting.--Section 13 of the Securities
Exchange Act of 1934 (15 U.S.C. 78m) is amended by adding at the end
the following:
``(t) Disclosure of Financial Performance on a Country-by-Country
Basis.--
``(1) Definitions.--In this subsection--
``(A) the term `constituent entity' means, with
respect to a covered issuer, any separate business
entity of the covered issuer;
``(B) the term `covered issuer' means an issuer
that is a member of a multinational enterprise group
that has annual revenue for the preceding calendar year
of not less than an amount determined by the Commission
to conform to United States or international standards
for country-by-country reporting; and
``(C) the term `tax jurisdiction'--
``(i) means a jurisdiction that--
``(I) is not a country; and
``(II) has fiscal autonomy; and
``(ii) includes a territory or possession
of the United States that has fiscal autonomy.
``(2) Disclosure.--
``(A) In general.--Each covered issuer shall submit
to the Commission a report that includes information
described in subparagraph (B), and any other
information required by the Commission, with respect to
the reporting period described in subparagraph (C).
``(B) Information required.--The information
described in this subparagraph is as follows:
``(i) Constituent entity information.--
Information on the constituent entity,
including the following:
``(I) The complete legal name of
the constituent entity.
``(II) The tax jurisdiction, if
any, in which the constituent entity is
resident for tax purposes.
``(III) The tax jurisdiction in
which the constituent entity is
organized or incorporated (if different
from the tax jurisdiction of
residence).
``(IV) The tax identification
number, if any, used for the
constituent entity by the tax
administration of the jurisdiction of
residence of the constituent entity.
``(V) The main business activity or
activities of the constituent entity.
``(ii) Tax jurisdiction.--Information on
each tax jurisdiction in which 1 or more
constituent entities is resident, presented as
an aggregated or consolidated form of the
information for the constituent entities
resident in each tax jurisdiction, including
the following:
``(I) Revenues generated from
transactions with other constituent
entities.
``(II) Revenues not generated from
transactions with other constituent
entities.
``(III) Profit or loss before
income tax.
``(IV) Total income tax paid on a
cash basis to all tax jurisdictions.
``(V) Total accrued tax expense
recorded on taxable profits or losses.
``(VI) Stated capital.
``(VII) Total accumulated earnings.
``(VIII) Total number of employees
on a full-time equivalent basis.
``(IX) Net book value of tangible
assets, not including cash or cash
equivalents, intangibles, or financial
assets.
``(iii) Special rules.--The information
listed in clause (ii) shall be provided, in
aggregated or consolidated form, for any
constituent entity or entities that have no tax
jurisdiction of residence. If a constituent
entity is an owner of a constituent entity that
does not have a jurisdiction of tax residence,
then the share of the owner of the revenues and
profits of the entity shall be aggregated or
consolidated with the information for the tax
jurisdiction of residence of the owner.
``(C) Reporting period.--The reporting period
covered by this paragraph is the period of the
applicable financial statement of the covered entity
prepared for the 12-month period that ends with or
within the taxable year of the covered issuer. If the
covered issuer does not prepare an annual applicable
financial statement, the reporting period covered by
this paragraph is the 12-month period that ends on the
last day of the taxable year of the covered issuer.
``(D) Filing deadline.--Each covered issuer shall
submit to the Commission a report required under this
section on or before the due date (including
extensions) for filing the tax return of the covered
issuer in the tax jurisdiction in which the
multinational enterprise group of the covered issuer is
resident.
``(E) Regulations.--The Commission shall promulgate
regulations carrying out this section that conform to
United States or international standards for country-
by-country reporting, including regulations promulgated
by the Internal Revenue Service.''.
(b) Rulemaking.--
(1) Deadlines.--The Securities and Exchange Commission (in
this section referred to as the ``Commission'') shall--
(A) not later than 270 days after the date of
enactment of this Act, issue a proposed rule to carry
out this section and the amendments made by this
section; and
(B) not later than 1 year after the date of
enactment of this Act, issue a final rule to carry out
this section and the amendments made by this section.
(2) Data format.--The information required to be provided
under subsection (t) of section 13 of the Securities Exchange
Act of 1934, as added by subsection (a) of this section, shall
be provided by the issuer in a report in a machine readable
format prescribed by the Commission, which shall be made
available to the public online, in such machine readable format
as the Commission shall prescribe.
(3) Effective date.--Subsection (t) of section 13 of the
Securities Exchange Act of 1934, as added by subsection (a) of
this section, shall take effect on the date that is 1 year
after the date on which the Commission issues a final rule
under paragraph (1)(B).
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