I 

118TH CONGRESS 

1ST SESSION H. R. 4938 

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

IN THE HOUSE OF REPRESENTATIVES 

JULY 26, 2023 

Ms. PETTERSEN introduced the following bill; which was referred to the 

Committee on Financial Services 

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: 


kjohnson on DSK79L0C42PROD with BILLS
2 

•HR 4938 IH

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 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.— 


kjohnson on DSK79L0C42PROD with BILLS
3 

•HR 4938 IH

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 


kjohnson on DSK79L0C42PROD with BILLS
4 

•HR 4938 IH

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. 


kjohnson on DSK79L0C42PROD with BILLS
5 

•HR 4938 IH

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 


kjohnson on DSK79L0C42PROD with BILLS
6 

•HR 4938 IH

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, in consultation with the Commissioner of 

17 the Internal Revenue Service and Secretary of 

18 the Treasury— 

19 ‘‘(i) promulgate regulations carrying 

20 out this subsection that conform to United 

21 States or international standards for coun22 try-by-country reporting, including regula23 tions promulgated by the Internal Revenue 

24 Service; and 


kjohnson on DSK79L0C42PROD with BILLS
7 

•HR 4938 IH

1 ‘‘(ii) require disclosure of the account2 ing methods used in calculating the infor3 mation contained in each report filed pur4 suant to this subsection.’’. 

5 (b) RULEMAKING.— 

6 (1) DEADLINES.—The Securities and Exchange 

7 Commission (in this section referred to as the ‘‘Com8 mission’’) shall— 

9 (A) not later than 1 year after the date of 

10 enactment of this Act, issue a proposed rule to 

11 carry out this section and the amendment made 

12 by this section; and 

13 (B) not later than 18 months after the 

14 date of enactment of this Act, issue a final rule 

15 to carry out this section and the amendment 

16 made by this section. 

17 (2) DATA FORMAT.—The information required 

18 to be provided by this section shall be provided by 

19 the issuer in a report in a machine readable format 

20 prescribed by the Commission, and such report shall 

21 be made available to the public online, in such ma22 chine readable format as the Commission shall pre23 scribe. 

24 (3) EFFECTIVE DATE.—Subsection (t) of sec25 tion 13 of the Securities Exchange Act of 1934, as 


kjohnson on DSK79L0C42PROD with BILLS
8 

•HR 4938 IH

1 added by this section, shall become effective 1 year 

2 after the date on which the Commission issues a 

3 final rule under this section. 

Æ 


kjohnson on DSK79L0C42PROD with BILLS