II 

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 countryby-country reporting. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Disclosure of Tax Ha5 vens and Offshoring Act’’. 

6 SEC. 2. COUNTRY-BY-COUNTRY REPORTING. 

7 (a) COUNTRY-BY-COUNTRY REPORTING.—Section 13 

8 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) 

9 is amended by adding at the end the following: 


pbinns on DSKJLVW7X2PROD with $$_JOB
2 

•S 638 IS

1 ‘‘(t) DISCLOSURE OF FINANCIAL PERFORMANCE ON

2 A COUNTRY-BY-COUNTRY BASIS.— 

3 ‘‘(1) DEFINITIONS.—In this subsection— 

4 ‘‘(A) the term ‘constituent entity’ means, 

5 with respect to a covered issuer, any separate 

6 business entity of the covered issuer; 

7 ‘‘(B) the term ‘covered issuer’ means an 

8 issuer that is a member of a multinational en9 terprise group that has annual revenue for the 

10 preceding calendar year of not less than an 

11 amount determined by the Commission to con12 form to United States or international stand13 ards for country-by-country reporting; and 

14 ‘‘(C) the term ‘tax jurisdiction’— 

15 ‘‘(i) means a jurisdiction that— 

16 ‘‘(I) is not a country; and 

17 ‘‘(II) has fiscal autonomy; and 

18 ‘‘(ii) includes a territory or possession 

19 of the United States that has fiscal auton20 omy. 

21 ‘‘(2) DISCLOSURE.— 

22 ‘‘(A) IN GENERAL.—Each covered issuer 

23 shall submit to the Commission a report that 

24 includes information described in subparagraph 

25 (B), and any other information required by the 


pbinns on DSKJLVW7X2PROD with $$_JOB
3 

•S 638 IS

1 Commission, with respect to the reporting pe2 riod described in subparagraph (C). 

3 ‘‘(B) INFORMATION REQUIRED.—The in4 formation described in this subparagraph is as 

5 follows: 

6 ‘‘(i) CONSTITUENT ENTITY INFORMA7 TION.—Information on the constituent en8 tity, including the following: 

9 ‘‘(I) The complete legal name of 

10 the constituent entity. 

11 ‘‘(II) The tax jurisdiction, if any, 

12 in which the constituent entity is resi13 dent for tax purposes. 

14 ‘‘(III) The tax jurisdiction in 

15 which the constituent entity is orga16 nized or incorporated (if different 

17 from the tax jurisdiction of residence). 

18 ‘‘(IV) The tax identification num19 ber, if any, used for the constituent 

20 entity by the tax administration of the 

21 jurisdiction of residence of the con22 stituent entity. 

23 ‘‘(V) The main business activity 

24 or activities of the constituent entity. 


pbinns on DSKJLVW7X2PROD with $$_JOB
4 

•S 638 IS

1 ‘‘(ii) TAX JURISDICTION.—Informa2 tion on each tax jurisdiction in which 1 or 

3 more constituent entities is resident, pre4 sented as an aggregated or consolidated 

5 form of the information for the constituent 

6 entities resident in each tax jurisdiction, 

7 including the following: 

8 ‘‘(I) Revenues generated from 

9 transactions with other constituent 

10 entities. 

11 ‘‘(II) Revenues not generated 

12 from transactions with other con13 stituent entities. 

14 ‘‘(III) Profit or loss before in15 come tax. 

16 ‘‘(IV) Total income tax paid on a 

17 cash basis to all tax jurisdictions. 

18 ‘‘(V) Total accrued tax expense 

19 recorded on taxable profits or losses. 

20 ‘‘(VI) Stated capital. 

21 ‘‘(VII) Total accumulated earn22 ings. 

23 ‘‘(VIII) Total number of employ24 ees on a full-time equivalent basis. 


pbinns on DSKJLVW7X2PROD with $$_JOB
5 

•S 638 IS

1 ‘‘(IX) Net book value of tangible 

2 assets, not including cash or cash 

3 equivalents, intangibles, or financial 

4 assets. 

5 ‘‘(iii) SPECIAL RULES.—The informa6 tion listed in clause (ii) shall be provided, 

7 in aggregated or consolidated form, for any 

8 constituent entity or entities that have no 

9 tax jurisdiction of residence. If a con10 stituent entity is an owner of a constituent 

11 entity that does not have a jurisdiction of 

12 tax residence, then the share of the owner 

13 of the revenues and profits of the entity 

14 shall be aggregated or consolidated with 

15 the information for the tax jurisdiction of 

16 residence of the owner. 

17 ‘‘(C) REPORTING PERIOD.—The reporting 

18 period covered by this paragraph is the period 

19 of the applicable financial statement of the cov20 ered entity prepared for the 12-month period 

21 that ends with or within the taxable year of the 

22 covered issuer. If the covered issuer does not 

23 prepare an annual applicable financial state24 ment, the reporting period covered by this para25 graph is the 12-month period that ends on the 


pbinns on DSKJLVW7X2PROD with $$_JOB
6 

•S 638 IS

1 last day of the taxable year of the covered 

2 issuer. 

3 ‘‘(D) FILING DEADLINE.—Each covered 

4 issuer shall submit to the Commission a report 

5 required under this section on or before the due 

6 date (including extensions) for filing the tax re7 turn of the covered issuer in the tax jurisdiction 

8 in which the multinational enterprise group of 

9 the covered issuer is resident. 

10 ‘‘(E) REGULATIONS.—The Commission 

11 shall promulgate regulations carrying out this 

12 section that conform to United States or inter13 national standards for country-by-country re14 porting, including regulations promulgated by 

15 the Internal Revenue Service.’’. 

16 (b) RULEMAKING.— 

17 (1) DEADLINES.—The Securities and Exchange 

18 Commission (in this section referred to as the ‘‘Com19 mission’’) shall— 

20 (A) not later than 270 days after the date 

21 of enactment of this Act, issue a proposed rule 

22 to carry out this section and the amendments 

23 made by this section; and 

24 (B) not later than 1 year after the date of 

25 enactment of this Act, issue a final rule to 


pbinns on DSKJLVW7X2PROD with $$_JOB
7 

•S 638 IS

1 carry out this section and the amendments 

2 made by this section. 

3 (2) DATA FORMAT.—The information required 

4 to be provided under subsection (t) of section 13 of 

5 the Securities Exchange Act of 1934, as added by 

6 subsection (a) of this section, shall be provided by 

7 the issuer in a report in a machine readable format 

8 prescribed by the Commission, which shall be made 

9 available to the public online, in such machine read10 able format as the Commission shall prescribe. 

11 (3) EFFECTIVE DATE.—Subsection (t) of sec12 tion 13 of the Securities Exchange Act of 1934, as 

13 added by subsection (a) of this section, shall take ef14 fect on the date that is 1 year after the date on 

15 which the Commission issues a final rule under 

16 paragraph (1)(B). 

Æ 


pbinns on DSKJLVW7X2PROD with $$_JOB