1.This Act may be cited as
the Corporate Transparency Act of
2007
.
2.Disclosure of
book-tax differences to Securities and Exchange Commission
(a)Disclosure for
enforcement purposes
(1)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)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 informationAny 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)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 disclosureSubsection (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)The amendments made by this section shall apply to requests
made after the date of the enactment of this Act.
3.Public
disclosure of certain corporate book-tax differences
(a)Subchapter B of chapter 61 of the Internal Revenue Code
of 1986 is amended by inserting after section 6104 the following new
section:
6104A.Public
disclosure of certain corporate book-tax differences
(a)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)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)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)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)The amendment made by this section shall apply to taxable
years ending after the date of the enactment of this Act.
4.Penalty for
failure to file and filing inaccurate information relating to certain corporate
book-tax differences
(a)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 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)
(A)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)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)For purposes of this subsection, the term specified
entity has the meaning given such term under section
6104A.
.
(b)The amendments made by this sections shall apply to returns
and statements filed after the date of the enactment of this Act.
5.Study on
book-tax disclosures
(a)
(1)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 studyThe 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)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)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.