I 
115TH CONGRESS 
1ST SESSION H. R. 1931 
To amend the Internal Revenue Code of 1986 to discourage corporate inver-
sions and to impose tax on unrepatriated earnings and unrecognized 
gains in connection with corporate expatriations. 
IN THE HOUSE OF REPRESENTATIVES 
APRIL 5, 2017 
Mr. DOGGETT (for himself, Mr. BLUMENAUER, Mr. CAPUANO, Mr. CART-
WRIGHT, Ms. JUDY CHU of California, Mr. CICILLINE, Mr. COHEN, Mr. 
CONYERS, Mr. CUMMINGS, Mr. DEFAZIO, Ms. DELAURO, Mr. ELLISON, 
Mr. GARAMENDI, Mr. GENE GREEN of Texas, Mr. GRIJALVA, Ms. EDDIE 
BERNICE JOHNSON of Texas, Mr. JOHNSON of Georgia, Ms. KAPTUR, 
Mr. KILDEE, Mr. LARSON of Connecticut, Ms. LEE, Mr. LEWIS of Geor-
gia, Mr. LOEBSACK, Mr. LYNCH, Ms. MOORE, Mrs. NAPOLITANO, Ms. 
NORTON, Mr. POCAN, Mr. RASKIN, Ms. ROYBAL-ALLARD, Ms. SCHA-
KOWSKY, Ms. SLAUGHTER, Mr. THOMPSON of California, Mr. TONKO, 
Ms. VELA´ZQUEZ, Mrs. WATSON COLEMAN, Mr. WELCH, Mr. GUTIE´RREZ, 
Mr. YARMUTH, Mr. NADLER, Mr. SCOTT of Virginia, Mr. PAYNE, Ms. 
MCCOLLUM, Ms. PINGREE, Mr. PASCRELL, Mr. LIPINSKI, and Mr. SAR-
BANES) introduced the following bill; which was referred to the Com-
mittee on Ways and Means 
A BILL 
To amend the Internal Revenue Code of 1986 to discourage 
corporate inversions and to impose tax on unrepatriated 
earnings and unrecognized gains in connection with cor-
porate expatriations. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Corporate EXpatriates 
and Inverters Tax Fairness Act’’ or as the ‘‘Corporate 
EXIT Fairness Act’’. 
SEC. 2. RULES TO DISCOURAGE CORPORATE INVERSIONS 
AND IMPOSE TAX ON UNREPATRIATED EARN-
INGS AND UNRECOGNIZED GAINS IN CON-
NECTION WITH CORPORATE EXPATRIATIONS. 
(a) RULES RELATING TO CORPORATE INVERSIONS 
AND CORPORATE EXPATRIATIONS COMPLETED AFTER 
JANUARY 4, 2017.—Subchapter C of chapter 80 of the 
Internal Revenue Code of 1986 is amended by adding at 
the end the following new section: 
‘‘SEC. 7874A. RULES RELATING TO CORPORATE INVER-
SIONS AND CORPORATE EXPATRIATIONS. 
‘‘(a) UNREPATRIATED EARNINGS
AND UNRECOG-
NIZED GAINS IN CONNECTION WITH CORPORATE EXPA-
TRIATION.— 
‘‘(1) IN GENERAL.—In the case of a corporate 
expatriation— 
‘‘(A) the subpart F income of any applica-
ble controlled foreign corporation for its last 
taxable year ending before the acquisition date 
shall be increased by the accumulated deferred 
foreign income of such corporation, and 
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‘‘(B) any gain position stock of any appli-
cable controlled foreign corporation which is 
held by an expatriated entity on the acquisition 
date shall be treated as sold on such date for 
its fair market value. 
‘‘(2) RULES
RELATED
TO
RECOGNITION
OF 
GAIN.— 
‘‘(A) APPLICATION TO DISPOSITIONS DUR-
ING 5 YEARS BEFORE ACQUISITION DATE.—In 
the case of any disposition of gain position 
stock of any applicable controlled foreign cor-
poration by an expatriated entity at any time 
during the 5-year period ending on the acquisi-
tion date with respect to a corporate expatria-
tion, such disposition shall be treated as a sale 
of such stock for its fair market value and the 
period of limitation on assessment and collec-
tion of any tax with respect to such disposition 
under section 6501 or 6502 shall commence not 
earlier than the acquisition date. 
‘‘(B) GAIN
POSITION
STOCK.—For pur-
poses of this subsection, the term ‘gain position 
stock’ means any stock if gain would arise from 
the sale of such stock. 
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‘‘(C) GAIN TAKEN INTO ACCOUNT; PROPER 
ADJUSTMENT.—Notwithstanding any other pro-
vision of this title, in the case of any sale under 
paragraph (1)(B) or (2)(A), any gain arising 
from such sale shall be taken into account for 
the taxable year of the sale. In the case of any 
sale under paragraph (1)(B), proper adjustment 
shall be made in the amount of any gain or loss 
subsequently realized for gain taken into ac-
count under the preceding sentence. 
‘‘(b) FOREIGN PARENT TREATED AS DOMESTIC COR-
PORATION.—Notwithstanding section 7701(a)(4)— 
‘‘(1) APPLICATION
TO
CORPORATE
INVER-
SIONS.—In the case of a corporate inversion, the for-
eign corporation making the acquisition described in 
subsection (c)(1) shall be treated for purposes of 
this title as a domestic corporation. 
‘‘(2) ELECTIVE
APPLICATION
TO
CORPORATE 
EXPATRIATIONS.—If the common parent of the ex-
panded affiliated group which includes the foreign 
corporation making the acquisition in a corporate 
expatriation elects the application of this paragraph 
and enters into an agreement with the Secretary 
providing the Secretary such assurances as the Sec-
retary may require that the application of paragraph 
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(1) will be administrable and enforceable with re-
spect to such corporation— 
‘‘(A) such foreign corporation shall be 
treated for purposes of this title as a domestic 
corporation, and 
‘‘(B) subsection (a) shall not apply with re-
spect to such corporate expatriation. 
‘‘(c) CORPORATE INVERSION; CORPORATE EXPA-
TRIATION.—For purposes of this section— 
‘‘(1) CORPORATE INVERSION.—The term ‘cor-
porate inversion’ means the direct or indirect acqui-
sition (pursuant to a plan or a series of related 
transactions) of substantially all of the assets of a 
domestic corporation or domestic partnership, sub-
stantially all of the trade or business assets of a do-
mestic corporation or domestic partnership, or sub-
stantially all of the United States trade or business 
assets of a foreign partnership, by a foreign corpora-
tion if— 
‘‘(A) such acquisition is completed after 
January 4, 2017, 
‘‘(B) after the acquisition the expanded af-
filiated group which includes the foreign cor-
poration does not have substantial business ac-
tivities in the foreign country in which, or 
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under the law of which, the foreign corporation 
is created or organized, when compared to the 
total business activities of such expanded affili-
ated group, and 
‘‘(C) after the acquisition, either— 
‘‘(i) more than 50 percent of the stock 
(by vote or value) of the foreign corpora-
tion is held— 
‘‘(I) in the case of an acquisition 
with respect to a domestic corpora-
tion, by former shareholders of the 
domestic corporation by reason of 
holding stock in the domestic corpora-
tion, or 
‘‘(II) in the case of an acquisition 
with respect to a partnership, by 
former partners of the partnership by 
reason of holding a capital or profits 
interest in the partnership, or 
‘‘(ii) the management and control of 
the expanded affiliated group which in-
cludes the foreign corporation occurs, di-
rectly or indirectly, primarily within the 
United States, and such expanded affili-
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