II 

116TH CONGRESS 

1ST SESSION S. 1609 

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

IN THE SENATE OF THE UNITED STATES 

MAY 22, 2019 

Mr. VAN HOLLEN (for himself, Ms. KLOBUCHAR, Ms. DUCKWORTH, and Mr. 

WHITEHOUSE) 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 new sub10 section: 


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1 ‘‘(s) 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 who— 

9 ‘‘(i) is a member of a multinational 

10 enterprise group; and 

11 ‘‘(ii) the multinational enterprise 

12 group of which the issuer is a member has 

13 annual revenue for the preceding calendar 

14 year of not less than an amount deter15 mined by the Commission to conform to 

16 United States or international standards 

17 for country-by-country reporting; and 

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

19 ‘‘(i) means a country or a jurisdiction 

20 that is not a country but that has fiscal 

21 autonomy; and 

22 ‘‘(ii) includes a territory or possession 

23 of the United States that has fiscal auton24 omy. 

25 ‘‘(2) DISCLOSURE.— 


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

2 shall file a report with the Commission that in3 cludes information described in subparagraph 

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

5 Commission, with respect to the reporting pe6 riod described in subparagraph (C). 

7 ‘‘(B) INFORMATION REQUIRED.—The in8 formation described in this subparagraph is as 

9 follows: 

10 ‘‘(i) CONSTITUENT ENTITY INFORMA11 TION.—Information on the constituent en12 tity, including the following: 

13 ‘‘(I) The complete legal name of 

14 the constituent entity. 

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

16 in which the constituent entity is resi17 dent for tax purposes. 

18 ‘‘(III) The tax jurisdiction in 

19 which the constituent entity is orga20 nized or incorporated (if different 

21 from the tax jurisdiction of residence). 

22 ‘‘(IV) The tax identification num23 ber, if any, used for the constituent 

24 entity by the tax administration of the 


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1 constituent entity’s tax jurisdiction of 

2 residence. 

3 ‘‘(V) The main business activity 

4 or activities of the constituent entity. 

5 ‘‘(ii) TAX JURISDICTION.—Informa6 tion on each tax jurisdiction in which one 

7 or more constituent entities is resident, 

8 presented as an aggregated or consolidated 

9 form of the information for the constituent 

10 entities resident in each tax jurisdiction, 

11 including the following: 

12 ‘‘(I) Revenues generated from 

13 transactions with other constituent 

14 entities. 

15 ‘‘(II) Revenues not generated 

16 from transactions with other con17 stituent entities. 

18 ‘‘(III) Profit or loss before in19 come tax. 

20 ‘‘(IV) Total income tax paid on a 

21 cash basis to all tax jurisdictions. 

22 ‘‘(V) Total accrued tax expense 

23 recorded on taxable profits or losses. 

24 ‘‘(VI) Stated capital. 


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1 ‘‘(VII) Total accumulated earn2 ings. 

3 ‘‘(VIII) Total number of employ4 ees on a full-time equivalent basis. 

5 ‘‘(IX) Net book value of tangible 

6 assets, which, for purposes of this sec7 tion, does not include cash or cash 

8 equivalents, intangibles, or financial 

9 assets. 

10 ‘‘(iii) SPECIAL RULES.—The informa11 tion listed in clause (ii) shall be provided, 

12 in aggregated or consolidated form, for any 

13 constituent entity or entities that have no 

14 tax jurisdiction of residence. In addition, if 

15 a constituent entity is an owner of a con16 stituent entity that does not have a juris17 diction of tax residence, then the owner’s 

18 share of such entity’s revenues and profits 

19 will be aggregated or consolidated with the 

20 information for the owner’s tax jurisdiction 

21 of residence. 

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

23 period covered by this paragraph is the period 

24 of the covered entity’s applicable financial state25 ment prepared for the 12-month period that 


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1 ends with or within the taxable year of the cov2 ered issuer. If the covered issuer does not pre3 pare an annual applicable financial statement, 

4 then the reporting period covered by this para5 graph is the 12-month period that ends on the 

6 last day of the taxable year of the covered 

7 issuer. 

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

9 issuer shall submit to the Commission a report 

10 required under this section on or before the due 

11 date (including extensions) for filing that cov12 ered issuer’s tax return in the tax jurisdiction 

13 in which the covered issuer’s multinational en14 terprise group is resident. 

15 ‘‘(E) REGULATION.—The Commission 

16 shall promulgate regulations carrying out this 

17 section that conform to United States or inter18 national standards for country-by-country re19 porting, including regulations promulgated by 

20 the Internal Revenue Service.’’. 

21 (b) RULEMAKING.— 

22 (1) DEADLINES.—The Securities and Exchange 

23 Commission (in this section referred to as the ‘‘Com24 mission’’) shall— 


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

2 of enactment of this Act, issue a proposed rule 

3 to carry out this section and the amendment 

4 made by this section; and 

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

6 enactment of this Act, issue a final rule to 

7 carry out this section and the amendment made 

8 by this section. 

9 (2) DATA FORMAT.—The information required 

10 to be provided by this section shall be provided by 

11 the issuer in a report in a machine readable format 

12 prescribed by the Commission, and such report shall 

13 be made available to the public online, in such ma14 chine readable format as the Commission shall pre15 scribe. 

16 (3) EFFECTIVE DATE.—Subsection (s) of sec17 tion 13 of the Securities Exchange Act of 1934, as 

18 added by this section, shall become effective 1 year 

19 after the date on which the Commission issues a 

20 final rule under this section. 

Æ 


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