S. 638

[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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