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Union Calendar No. 35 

117TH CONGRESS 

1ST SESSION H. R. 3007 

[Report No. 117–52] 

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

IN THE HOUSE OF REPRESENTATIVES 

MAY 7, 2021 

Mrs. AXNE (for herself, Mr. SHERMAN, Ms. WEXTON, Mr. LYNCH, Ms. NORTON, Mr. COOPER, Mr. GRIJALVA, and Mr. GARCI ́A of Illinois) introduced 

the following bill; which was referred to the Committee on Financial Services 

JUNE 8, 2021 

Additional sponsors: Mr. BEYER and Ms. OMAR

JUNE 8, 2021 

Reported with an amendment, committed to the Committee of the Whole 

House on the State of the Union, and ordered to be printed 

[Strike out all after the enacting clause and insert the part printed in italic] 

[For text of introduced bill, see copy of bill as introduced on May 7, 2021] 


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A BILL 

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


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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 of 

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

9 amended by adding at the end the following new subsection: 

10 ‘‘(s) DISCLOSURE OF FINANCIAL PERFORMANCE ON A

11 COUNTRY-BY-COUNTRY BASIS.— 

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

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

14 with respect to a covered issuer, any separate 

15 business entity of the covered issuer; 

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

17 issuer who— 

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

19 enterprise group; and 

20 ‘‘(ii) the multinational enterprise 

21 group of which the issuer is a member has 

22 annual revenue for the preceding calendar 

23 year of not less than an amount determined 

24 by the Commission to conform to United 


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1 States or international standards for coun2 try-by-country reporting; and 

3 ‘‘(C) the term ‘tax jurisdiction’— 

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

5 that is not a country but that has fiscal au6 tonomy; and 

7 ‘‘(ii) includes a territory or possession 

8 of the United States that has fiscal auton9 omy. 

10 ‘‘(2) DISCLOSURE.— 

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

12 shall file a report with the Commission that in13 cludes information described in subparagraph 

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

15 Commission, with respect to the reporting period 

16 described in subparagraph (C). 

17 ‘‘(B) INFORMATION REQUIRED.—The infor18 mation described in this subparagraph is as fol19 lows: 

20 ‘‘(i) CONSTITUENT ENTITY INFORMA21 TION.—Information on the constituent enti22 ty, including the following: 

23 ‘‘(I) The complete legal name of 

24 the constituent entity. 


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

2 in which the constituent entity is resi3 dent for tax purposes. 

4 ‘‘(III) The tax jurisdiction in 

5 which the constituent entity is orga6 nized or incorporated (if different from 

7 the tax jurisdiction of residence). 

8 ‘‘(IV) The tax identification num9 ber, if any, used for the constituent en10 tity by the tax administration of the 

11 constituent entity’s tax jurisdiction of 

12 residence. 

13 ‘‘(V) The main business activity 

14 or activities of the constituent entity. 

15 ‘‘(ii) TAX JURISDICTION.—Information 

16 on each tax jurisdiction in which one or 

17 more constituent entities is resident, pre18 sented as an aggregated or consolidated 

19 form of the information for the constituent 

20 entities resident in each tax jurisdiction, in21 cluding the following: 

22 ‘‘(I) Revenues generated from 

23 transactions with other constituent en24 tities. 


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1 ‘‘(II) Revenues not generated from 

2 transactions with other constituent en3 tities. 

4 ‘‘(III) Profit or loss before income 

5 tax. 

6 ‘‘(IV) Total income tax paid on a 

7 cash basis to all tax jurisdictions. 

8 ‘‘(V) Total accrued tax expense re9 corded on taxable profits or losses. 

10 ‘‘(VI) Stated capital. 

11 ‘‘(VII) Total accumulated earn12 ings. 

13 ‘‘(VIII) Total number of employ14 ees on a full-time equivalent basis. 

15 ‘‘(IX) Net book value of tangible 

16 assets, which, for purposes of this sec17 tion, does not include cash or cash 

18 equivalents, intangibles, or financial 

19 assets. 

20 ‘‘(iii) SPECIAL RULES.—The informa21 tion listed in clause (ii) shall be provided, 

22 in aggregated or consolidated form, for any 

23 constituent entity or entities that have no 

24 tax jurisdiction of residence. In addition, if 

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1 stituent entity that does not have a jurisdic2 tion of tax residence, then the owner’s share 

3 of such entity’s revenues and profits will be 

4 aggregated or consolidated with the infor5 mation for the owner’s tax jurisdiction of 

6 residence. 

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

8 period covered by this paragraph is the period of 

9 the covered entity’s applicable financial state10 ment prepared for the 12-month period that ends 

11 with or within the taxable year of the covered 

12 issuer. If the covered issuer does not prepare an 

13 annual applicable financial statement, then the 

14 reporting period covered by this paragraph is the 

15 12-month period that ends on the last day of the 

16 taxable year of the covered issuer. 

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

18 issuer shall submit to the Commission a report 

19 required under this section on or before the due 

20 date (including extensions) for filing that covered 

21 issuer’s tax return in the tax jurisdiction in 

22 which the covered issuer’s multinational enter23 prise group is resident. 

24 ‘‘(E) REGULATION.—The Commission shall, 

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1 ternal Revenue Service and Secretary of the 

2 Treasury— 

3 ‘‘(i) promulgate regulations carrying 

4 out this subsection that conform to United 

5 States or international standards for coun6 try-by-country reporting, including regula7 tions promulgated by the Internal Revenue 

8 Service; and 

9 ‘‘(ii) require disclosure of the account10 ing methods used in calculating the infor11 mation contained in each report filed pur12 suant to this subsection.’’. 

13 (b) RULEMAKING.— 

14 (1) DEADLINES.—The Securities and Exchange 

15 Commission (in this section referred to as the ‘‘Com16 mission’’) shall— 

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

18 enactment of this Act, issue a proposed rule to 

19 carry out this section and the amendment made 

20 by this section; and 

21 (B) not later than 18 months after the date 

22 of enactment of this Act, issue a final rule to 

23 carry out this section and the amendment made 

24 by this section. 


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1 (2) DATA FORMAT.—The information required to 

2 be provided by this section shall be provided by the 

3 issuer in a report in a machine readable format pre4 scribed by the Commission, and such report shall be 

5 made available to the public online, in such machine 

6 readable format as the Commission shall prescribe. 

7 (3) EFFECTIVE DATE.—Subsection (s) of section 

8 13 of the Securities Exchange Act of 1934, as added 

9 by this section, shall become effective 1 year after the 

10 date on which the Commission issues a final rule 

11 under this section. 


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Union Calendar No. 35 

117TH CONGRESS 

1ST SESSION H. R. 3007 

[Report No. 117–52] 

A BILL 

To amend the Securities Act of 1934 to require 

country-by-country reporting. 

JUNE 8, 2021 

Reported with an amendment, committed to the Comand ordered to be printed mittee of the Whole House on the State of the Union, 


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