[Congressional Bills 110th Congress]
[From the U.S. Government Publishing Office]
[S. 3659 Introduced in Senate (IS)]







110th CONGRESS
  2d Session
                                S. 3659

     To amend the Internal Revenue Code of 1986 to provide for the 
 disclosure of schedule M-3 to the Securities and Exchange Commission, 
  to provide for the public disclosure of certain information on such 
  schedule, to provide penalties for failure to file such schedule or 
  inaccurately reporting information on such schedule, and for other 
                               purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

            October 1 (legislative day, September 17), 2008

  Mr. Schumer introduced the following bill; which was read twice and 
                  referred to the Committee on Finance

_______________________________________________________________________

                                 A BILL


 
     To amend the Internal Revenue Code of 1986 to provide for the 
 disclosure of schedule M-3 to the Securities and Exchange Commission, 
  to provide for the public disclosure of certain information on such 
  schedule, to provide penalties for failure to file such schedule or 
  inaccurately reporting information on such schedule, and for other 
                               purposes.

    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 ``Corporate Transparency Act of 
2007''.

SEC. 2. DISCLOSURE OF BOOK-TAX DIFFERENCES TO SECURITIES AND EXCHANGE 
              COMMISSION.

    (a) Disclosure for Enforcement Purposes.--
            (1) In general.--Subsection (l) of section 6103 of the 
        Internal Revenue Code of 1986 (relating to disclosure of 
        returns and return information for purposes other than tax 
        administration) is amended by adding at the end the following 
        new paragraph:
            ``(21) Disclosure of return information to securities and 
        exchange commission.--
                    ``(A) In general.--The Secretary shall, upon 
                written request from the Commissioner of the Securities 
                and Exchange Commission, disclose to officers and 
                employees of the Securities and Exchange Commission 
                return information of specified public entities 
                relating to the reconciliation of financial income 
                statements reported to the Securities and Exchange 
                Commission (or to shareholders) with income tax 
                returns.
                    ``(B) Restriction on use of disclosed 
                information.--Any officers and employees of the 
                Securities and Exchange Commission receiving return 
                information under subparagraph (A) shall use such 
                information only--
                            ``(i) for the purposes of, and to the 
                        extent necessary in, civil enforcement and 
                        administration of the securities laws (as 
                        defined in section 3 of the Securities and 
                        Exchange Act of 1934), and
                            ``(ii) for purposes of conducting the study 
                        required under section 5(a) of the Corporate 
                        Transparency Act of 2007.
                    ``(C) Specified public entity.--For purposes of 
                this paragraph, the term `specified public entity' 
                means any entity--
                            ``(i) issuing any class of securities 
                        required to be registered under section 12 of 
                        the Securities and Exchange Act of 1934, and
                            ``(ii) which is required by the Secretary 
                        to file schedule M-3.
                In the case of an entity which is a member of an 
                affiliated group filing a consolidated return, the term 
                `specified public entity' means such group and not each 
                member thereof.''.
            (2) Procedures and record keeping related to disclosure.--
        Subsection (p)(4) of section 6103 of the Internal Revenue Code 
        of 1986 is amended--
                    (A) by striking ``(14), or (17)'' in the matter 
                before subparagraph (A) and inserting ``(14), (17), or 
                (21)'', and
                    (B) by striking ``(15), or (17)'' in subparagraph 
                (F)(ii) and inserting ``(15), (17), or (21)''.
    (b) Effective Date.--The amendments made by this section shall 
apply to requests made after the date of the enactment of this Act.

SEC. 3. PUBLIC DISCLOSURE OF CERTAIN CORPORATE BOOK-TAX DIFFERENCES.

    (a) In General.--Subchapter B of chapter 61 of the Internal Revenue 
Code of 1986 is amended by inserting after section 6104 the following 
new section:

``SEC. 6104A. PUBLIC DISCLOSURE OF CERTAIN CORPORATE BOOK-TAX 
              DIFFERENCES.

    ``(a) In General.--The Secretary shall make publicly available, on 
the Internet and at the offices of the Internal Revenue Service, the 
information described in subsection (b) with respect to each specified 
entity for each taxable year ending after the date of the enactment of 
this section.
    ``(b) Information.--The information described in this subsection 
with respect to a specified entity are the following items:
            ``(1) The name and address of the specified entity.
            ``(2) The CUSIP identification number under which the 
        entity files reports with the Securities and Exchange 
        Commission, if any.
            ``(3) The following information relating to the worldwide 
        consolidated income statement of the specified entity for the 
        period ending with or within the taxable year:
                    ``(A) The total net income (or loss) shown on such 
                income statement.
                    ``(B) The total net income (or loss) of foreign 
                entities included on such income statement but not 
                included on the consolidated tax return of the 
                specified entity for the taxable year.
                    ``(C) The total of adjustments (other than the item 
                described in subparagraph (B)) reflecting the 
                difference between the income (or loss) shown on such 
                income statement and the item described in subparagraph 
                (D).
                    ``(D) The total income (or loss) of all entities 
                included on both such income statement and the 
                consolidated tax return of the specified entity for the 
                taxable year.
            ``(4) The total net income (or loss) shown on the 
        consolidated income tax return of the specified entity for the 
        taxable year.
            ``(5) The total temporary differences between the items 
        described in paragraphs (3)(D) and (4).
            ``(6) The total permanent differences between the items 
        described in paragraphs (3)(D) and (4).
    ``(c) Specified Entity.--For purposes of this subsection, the term 
`specified entity' means any entity which is required by the Secretary 
to file schedule M-3. In the case of an entity which is a member of an 
affiliated group filing a consolidated return, the term `specified 
entity' means such group and not each member thereof.''.
    (b) Clerical Amendment.--The table of sections for subchapter B of 
chapter 61 of such Code is amended by inserting after the item relating 
to section 6104 the following new item:

``Sec. 6104A. Public disclosure of certain corporate book-tax 
                            differences.''.
    (c) Effective Date.--The amendment made by this section shall apply 
to taxable years ending after the date of the enactment of this Act.

SEC. 4. PENALTY FOR FAILURE TO FILE AND FILING INACCURATE INFORMATION 
              RELATING TO CERTAIN CORPORATE BOOK-TAX DIFFERENCES.

    (a) Failure To File.--Section 6652 of the Internal Revenue Code of 
1986 is amended by redesignating subsection (m) as subsection (n) and 
by inserting after subsection (l) the following new subsection:
    ``(m) Failure To File Information Relating to Certain Corporate 
Book-Tax Differences.--
            ``(1) In general.--In the case of--
                    ``(A) any failure by a specified entity to file any 
                statement required by the Secretary relating to the 
                reconciliation of financial statements with income tax 
                returns, or
                    ``(B) any failure by a specified entity--
                            ``(i) to include any of the information 
                        required to be shown on such a statement, or
                            ``(ii) to include materially accurate 
                        information on such a statement,
        there shall be paid (on notice and demand by the Secretary and 
        in the same manner as tax) by the specified entity an amount 
        equal to the amount determined under paragraph (2) for each 
        such failure.
            ``(2) Amount.--
                    ``(A) Corporations.--In the case of a corporation, 
                the amount determined under this paragraph is--
                            ``(i) $10,000 in the case of such a 
                        specified entity with total assets at the end 
                        of the taxable year of not more than 
                        $50,000,000,
                            ``(ii) $25,000 in the case of such a 
                        specified entity with total assets at the end 
                        of the taxable year of more than $50,000,000 
                        but not more than $250,000,000,
                            ``(iii) $50,000 in the case of such a 
                        specified entity with total assets at the end 
                        of the taxable year of more than $250,000,000 
                        but not more than $1,000,000,000, and
                            ``(iv) $100,000 in the case of such a 
                        specified entity with total assets at the end 
                        of the taxable year of more than 
                        $1,000,000,000.
                    ``(B) Other entities.--In the case of a specified 
                entity other than a corporation, the amount determined 
                under this paragraph is--
                            ``(i) $5,000 in the case of such a 
                        specified entity with gross receipts for the 
                        taxable year of not more than $10,000,000,
                            ``(ii) $10,000 in the case of such a 
                        specified entity with gross receipts for the 
                        taxable year of more than $10,000,000 but not 
                        more than $50,000,000,
                            ``(iii) $25,000 in the case of such a 
                        specified entity with gross receipts for the 
                        taxable year of more than $50,000,000 but not 
                        more than $250,000,000,
                            ``(iv) $50,000 in the case of such a 
                        specified entity with gross receipts for the 
                        taxable year of more than $250,000,000 but not 
                        more than $1,000,000,000, and
                            ``(v) $100,000 in the case of such a 
                        specified entity with gross receipts for the 
                        taxable year of more than $1,000,000,000.
            ``(3) Specified entity.--For purposes of this subsection, 
        the term `specified entity' has the meaning given such term 
        under section 6104A.''.
    (b) Effective Date.--The amendments made by this sections shall 
apply to returns and statements filed after the date of the enactment 
of this Act.

SEC. 5. STUDY ON BOOK-TAX DISCLOSURES.

    (a) In General.--
            (1) Study.--The Secretary of the Treasury, in consultation 
        with the Commissioner of the Securities and Exchange Commission 
        and the Joint Committee on Taxation, shall conduct a study on 
        the reconciliation of differences between the financial income 
        statements of specified entities with income tax returns.
            (2) Matters included in study.--The study conducted under 
        subsection (a) shall address--
                    (A) the need for additional reporting of book-tax 
                difference to--
                            (i) the Internal Revenue Service, and
                            (ii) the Securities and Exchange 
                        Commission, and
                    (B) the benefits and risks of publicly disclosing 
                such differences.
    (b) Report.--Not later than 18 months after the date of the 
enactment of this Act, the Secretary of the Treasury shall submit to 
Congress a report on the matters studied under subsection (a) together 
with any recommendations.
    (c) Specified Entity.--For purposes of this section, the term 
``specified entity'' has the meaning given such term under section 
6104A of the Internal Revenue Code of 1986.
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