[Congressional Bills 117th Congress]
[From the U.S. Government Publishing Office]
[S. 1545 Introduced in Senate (IS)]

<DOC>






117th CONGRESS
  1st Session
                                S. 1545

   To amend the Securities Act of 1934 to require country-by-country 
                               reporting.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                              May 11, 2021

    Mr. Van Hollen (for himself, Ms. Klobuchar, Ms. Duckworth, Mr. 
  Whitehouse, Mr. Sanders, Mr. Durbin, Mr. Blumenthal, and Ms. Smith) 
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 new subsection:
    ``(s) 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 
                who--
                            ``(i) is a member of a multinational 
                        enterprise group; and
                            ``(ii) the multinational enterprise group 
                        of which the issuer is a member 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 country or a jurisdiction 
                        that is not a country but that 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 file a 
                report with the Commission 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 constituent 
                                entity's tax jurisdiction of residence.
                                    ``(V) The main business activity or 
                                activities of the constituent entity.
                            ``(ii) Tax jurisdiction.--Information on 
                        each tax jurisdiction in which one 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, which, for purposes of this 
                                section, does not include 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. In addition, if a 
                        constituent entity is an owner of a constituent 
                        entity that does not have a jurisdiction of tax 
                        residence, then the owner's share of such 
                        entity's revenues and profits will be 
                        aggregated or consolidated with the information 
                        for the owner's tax jurisdiction of residence.
                    ``(C) Reporting period.--The reporting period 
                covered by this paragraph is the period of the covered 
                entity's applicable financial statement 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, then 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 that covered issuer's tax return 
                in the tax jurisdiction in which the covered issuer's 
                multinational enterprise group is resident.
                    ``(E) Regulation.--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 amendment 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 amendment made by this section.
            (2) Data format.--The information required to be provided 
        under subsection (s) of section 13 of the Securities Exchange 
        Act of 1934, as added by this section, shall be provided by the 
        issuer in a report in a machine readable format prescribed by 
        the Commission, and such report shall be made available to the 
        public online, in such machine readable format as the 
        Commission shall prescribe.
            (3) Effective date.--Subsection (s) of section 13 of the 
        Securities Exchange Act of 1934, as added by this section, 
        shall become effective 1 year after the date on which the 
        Commission issues a final rule under this section.
                                 <all>