[Congressional Bills 110th Congress]
[From the U.S. Government Publishing Office]
[S. 3659 Introduced in Senate (IS)]
110th CONGRESS
2d Session
S. 3659
To amend the Internal Revenue Code of 1986 to provide for the
disclosure of schedule M-3 to the Securities and Exchange Commission,
to provide for the public disclosure of certain information on such
schedule, to provide penalties for failure to file such schedule or
inaccurately reporting information on such schedule, and for other
purposes.
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
October 1 (legislative day, September 17), 2008
Mr. Schumer introduced the following bill; which was read twice and
referred to the Committee on Finance
_______________________________________________________________________
A BILL
To amend the Internal Revenue Code of 1986 to provide for the
disclosure of schedule M-3 to the Securities and Exchange Commission,
to provide for the public disclosure of certain information on such
schedule, to provide penalties for failure to file such schedule or
inaccurately reporting information on such schedule, and for other
purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Corporate Transparency Act of
2007''.
SEC. 2. DISCLOSURE OF BOOK-TAX DIFFERENCES TO SECURITIES AND EXCHANGE
COMMISSION.
(a) Disclosure for Enforcement Purposes.--
(1) In general.--Subsection (l) of section 6103 of the
Internal Revenue Code of 1986 (relating to disclosure of
returns and return information for purposes other than tax
administration) is amended by adding at the end the following
new paragraph:
``(21) Disclosure of return information to securities and
exchange commission.--
``(A) In general.--The Secretary shall, upon
written request from the Commissioner of the Securities
and Exchange Commission, disclose to officers and
employees of the Securities and Exchange Commission
return information of specified public entities
relating to the reconciliation of financial income
statements reported to the Securities and Exchange
Commission (or to shareholders) with income tax
returns.
``(B) Restriction on use of disclosed
information.--Any officers and employees of the
Securities and Exchange Commission receiving return
information under subparagraph (A) shall use such
information only--
``(i) for the purposes of, and to the
extent necessary in, civil enforcement and
administration of the securities laws (as
defined in section 3 of the Securities and
Exchange Act of 1934), and
``(ii) for purposes of conducting the study
required under section 5(a) of the Corporate
Transparency Act of 2007.
``(C) Specified public entity.--For purposes of
this paragraph, the term `specified public entity'
means any entity--
``(i) issuing any class of securities
required to be registered under section 12 of
the Securities and Exchange Act of 1934, and
``(ii) which is required by the Secretary
to file schedule M-3.
In the case of an entity which is a member of an
affiliated group filing a consolidated return, the term
`specified public entity' means such group and not each
member thereof.''.
(2) Procedures and record keeping related to disclosure.--
Subsection (p)(4) of section 6103 of the Internal Revenue Code
of 1986 is amended--
(A) by striking ``(14), or (17)'' in the matter
before subparagraph (A) and inserting ``(14), (17), or
(21)'', and
(B) by striking ``(15), or (17)'' in subparagraph
(F)(ii) and inserting ``(15), (17), or (21)''.
(b) Effective Date.--The amendments made by this section shall
apply to requests made after the date of the enactment of this Act.
SEC. 3. PUBLIC DISCLOSURE OF CERTAIN CORPORATE BOOK-TAX DIFFERENCES.
(a) In General.--Subchapter B of chapter 61 of the Internal Revenue
Code of 1986 is amended by inserting after section 6104 the following
new section:
``SEC. 6104A. PUBLIC DISCLOSURE OF CERTAIN CORPORATE BOOK-TAX
DIFFERENCES.
``(a) In General.--The Secretary shall make publicly available, on
the Internet and at the offices of the Internal Revenue Service, the
information described in subsection (b) with respect to each specified
entity for each taxable year ending after the date of the enactment of
this section.
``(b) Information.--The information described in this subsection
with respect to a specified entity are the following items:
``(1) The name and address of the specified entity.
``(2) The CUSIP identification number under which the
entity files reports with the Securities and Exchange
Commission, if any.
``(3) The following information relating to the worldwide
consolidated income statement of the specified entity for the
period ending with or within the taxable year:
``(A) The total net income (or loss) shown on such
income statement.
``(B) The total net income (or loss) of foreign
entities included on such income statement but not
included on the consolidated tax return of the
specified entity for the taxable year.
``(C) The total of adjustments (other than the item
described in subparagraph (B)) reflecting the
difference between the income (or loss) shown on such
income statement and the item described in subparagraph
(D).
``(D) The total income (or loss) of all entities
included on both such income statement and the
consolidated tax return of the specified entity for the
taxable year.
``(4) The total net income (or loss) shown on the
consolidated income tax return of the specified entity for the
taxable year.
``(5) The total temporary differences between the items
described in paragraphs (3)(D) and (4).
``(6) The total permanent differences between the items
described in paragraphs (3)(D) and (4).
``(c) Specified Entity.--For purposes of this subsection, the term
`specified entity' means any entity which is required by the Secretary
to file schedule M-3. In the case of an entity which is a member of an
affiliated group filing a consolidated return, the term `specified
entity' means such group and not each member thereof.''.
(b) Clerical Amendment.--The table of sections for subchapter B of
chapter 61 of such Code is amended by inserting after the item relating
to section 6104 the following new item:
``Sec. 6104A. Public disclosure of certain corporate book-tax
differences.''.
(c) Effective Date.--The amendment made by this section shall apply
to taxable years ending after the date of the enactment of this Act.
SEC. 4. PENALTY FOR FAILURE TO FILE AND FILING INACCURATE INFORMATION
RELATING TO CERTAIN CORPORATE BOOK-TAX DIFFERENCES.
(a) Failure To File.--Section 6652 of the Internal Revenue Code of
1986 is amended by redesignating subsection (m) as subsection (n) and
by inserting after subsection (l) the following new subsection:
``(m) Failure To File Information Relating to Certain Corporate
Book-Tax Differences.--
``(1) In general.--In the case of--
``(A) any failure by a specified entity to file any
statement required by the Secretary relating to the
reconciliation of financial statements with income tax
returns, or
``(B) any failure by a specified entity--
``(i) to include any of the information
required to be shown on such a statement, or
``(ii) to include materially accurate
information on such a statement,
there shall be paid (on notice and demand by the Secretary and
in the same manner as tax) by the specified entity an amount
equal to the amount determined under paragraph (2) for each
such failure.
``(2) Amount.--
``(A) Corporations.--In the case of a corporation,
the amount determined under this paragraph is--
``(i) $10,000 in the case of such a
specified entity with total assets at the end
of the taxable year of not more than
$50,000,000,
``(ii) $25,000 in the case of such a
specified entity with total assets at the end
of the taxable year of more than $50,000,000
but not more than $250,000,000,
``(iii) $50,000 in the case of such a
specified entity with total assets at the end
of the taxable year of more than $250,000,000
but not more than $1,000,000,000, and
``(iv) $100,000 in the case of such a
specified entity with total assets at the end
of the taxable year of more than
$1,000,000,000.
``(B) Other entities.--In the case of a specified
entity other than a corporation, the amount determined
under this paragraph is--
``(i) $5,000 in the case of such a
specified entity with gross receipts for the
taxable year of not more than $10,000,000,
``(ii) $10,000 in the case of such a
specified entity with gross receipts for the
taxable year of more than $10,000,000 but not
more than $50,000,000,
``(iii) $25,000 in the case of such a
specified entity with gross receipts for the
taxable year of more than $50,000,000 but not
more than $250,000,000,
``(iv) $50,000 in the case of such a
specified entity with gross receipts for the
taxable year of more than $250,000,000 but not
more than $1,000,000,000, and
``(v) $100,000 in the case of such a
specified entity with gross receipts for the
taxable year of more than $1,000,000,000.
``(3) Specified entity.--For purposes of this subsection,
the term `specified entity' has the meaning given such term
under section 6104A.''.
(b) Effective Date.--The amendments made by this sections shall
apply to returns and statements filed after the date of the enactment
of this Act.
SEC. 5. STUDY ON BOOK-TAX DISCLOSURES.
(a) In General.--
(1) Study.--The Secretary of the Treasury, in consultation
with the Commissioner of the Securities and Exchange Commission
and the Joint Committee on Taxation, shall conduct a study on
the reconciliation of differences between the financial income
statements of specified entities with income tax returns.
(2) Matters included in study.--The study conducted under
subsection (a) shall address--
(A) the need for additional reporting of book-tax
difference to--
(i) the Internal Revenue Service, and
(ii) the Securities and Exchange
Commission, and
(B) the benefits and risks of publicly disclosing
such differences.
(b) Report.--Not later than 18 months after the date of the
enactment of this Act, the Secretary of the Treasury shall submit to
Congress a report on the matters studied under subsection (a) together
with any recommendations.
(c) Specified Entity.--For purposes of this section, the term
``specified entity'' has the meaning given such term under section
6104A of the Internal Revenue Code of 1986.
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