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 country- 
by-country reporting. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Disclosure of Tax Ha-
vens 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 sub-
section: 
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‘‘(t) 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 deter-
mined 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 auton-
omy. 
‘‘(2) DISCLOSURE.— 
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‘‘(A) IN GENERAL.—Each covered issuer 
shall file a report with the Commission that in-
cludes information described in subparagraph 
(B), and any other information required by the 
Commission, with respect to the reporting pe-
riod described in subparagraph (C). 
‘‘(B) INFORMATION
REQUIRED.—The in-
formation described in this subparagraph is as 
follows: 
‘‘(i) CONSTITUENT ENTITY INFORMA-
TION.—Information on the constituent en-
tity, including the following: 
‘‘(I) The complete legal name of 
the constituent entity. 
‘‘(II) The tax jurisdiction, if any, 
in which the constituent entity is resi-
dent for tax purposes. 
‘‘(III) The tax jurisdiction in 
which the constituent entity is orga-
nized or incorporated (if different 
from the tax jurisdiction of residence). 
‘‘(IV) The tax identification num-
ber, if any, used for the constituent 
entity by the tax administration of the 
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constituent entity’s tax jurisdiction of 
residence. 
‘‘(V) The main business activity 
or activities of the constituent entity. 
‘‘(ii) TAX
JURISDICTION.—Informa-
tion 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 con-
stituent entities. 
‘‘(III) Profit or loss before in-
come 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. 
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‘‘(VII) Total accumulated earn-
ings. 
‘‘(VIII) Total number of employ-
ees on a full-time equivalent basis. 
‘‘(IX) Net book value of tangible 
assets, which, for purposes of this sec-
tion, does not include cash or cash 
equivalents, intangibles, or financial 
assets. 
‘‘(iii) SPECIAL RULES.—The informa-
tion 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 con-
stituent entity that does not have a juris-
diction 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 state-
ment prepared for the 12-month period that 
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ends with or within the taxable year of the cov-
ered issuer. If the covered issuer does not pre-
pare an annual applicable financial statement, 
then the reporting period covered by this para-
graph 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 cov-
ered issuer’s tax return in the tax jurisdiction 
in which the covered issuer’s multinational en-
terprise group is resident. 
‘‘(E) 
REGULATION.—The 
Commission 
shall, in consultation with the Commissioner of 
the Internal Revenue Service and Secretary of 
the Treasury— 
‘‘(i) promulgate regulations carrying 
out this subsection that conform to United 
States or international standards for coun-
try-by-country reporting, including regula-
tions promulgated by the Internal Revenue 
Service; and 
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‘‘(ii) require disclosure of the account-
ing methods used in calculating the infor-
mation contained in each report filed pur-
suant to this subsection.’’. 
(b) RULEMAKING.— 
(1) DEADLINES.—The Securities and Exchange 
Commission (in this section referred to as the ‘‘Com-
mission’’) shall— 
(A) not later than 1 year 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 18 months 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 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 ma-
chine readable format as the Commission shall pre-
scribe. 
(3) EFFECTIVE DATE.—Subsection (t) of sec-
tion 13 of the Securities Exchange Act of 1934, as 
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added by this section, shall become effective 1 year 
after the date on which the Commission issues a 
final rule under this section. 
Æ 
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