,,ii #aadth ,,congress #ast ,session ,s4 #ibb ,,in ,,the ,,senate ,,of ,,the ,,united ,,states ,april #ad1 #bjae,mr4 ,sanders introduced the following bill2 which was read twice and referred to the ,committee on ,finance ,a ,,bill ,to amend the ,internal ,revenue ,code of #aihf to modify the treatment of foreign corporations1 and for other purposes4 #a4 ,short title ,this ,act may be cited as the ,corporate ,tax ,dodging ,prevention ,act4 #b4 ,deferral of ,active ,income of ,controlled ,foreign ,corporations ,section #ieb of the ,internal ,revenue ,code of #aihf is amended by adding at the end the following new subsection3 7e7 ,special ,application of ,subpart 7#a7 ,in general ,for taxable years beginning after ,december #ca1 #bjae1 notwithstanding any other provision of this subpart1 the term subpart ,f income means1 in the case of any controlled foreign corporation1 the income of such corporation derived from any foreign country4 7#b7 ,applicable rules ,rules similar to the rules under the last sentence of subsection 7a7 and subsection 7d7 shall apply to this subsection4 4 #c4 ,modifications of foreign tax credit rules applicable to large integrated oil companies which are dual capacity taxpayers 7a7 ,in general ,section #ija of the ,internal ,revenue ,code of #aihf is amended by redesignating subsection 7n7 as subsection 7o7 and by inserting after subsection 7m7 the following new subsection3 7n7 ,special rules relating to large integrated oil companies which are dual capacity taxpayers 7#a7 ,general rule ,notwithstanding any other provision of this chapter1 any amount paid or accrued by a dual capacity taxpayer which is a large integrated oil company to a foreign country or possession of the ,united ,states for any period shall not be considered a tax-- 7,a7 if1 for such period1 the foreign country or possession does not impose a generally applicable income tax1 or 7,b7 to the extent such amount exceeds the amount 7determined in accordance with regulations7 which-- 7i7 is paid by such dual capacity taxpayer pursuant to the generally applicable income tax imposed by the country or possession1 or 7ii7 would be paid if the generally applicable income tax imposed by the country or possession were applicable to such dual capacity taxpayer4 ,nothing in this paragraph shall be construed to imply the proper treatment of any such amount not in excess of the amount determined under subparagraph 7,b74 7#b7 ,dual capacity taxpayer ,for purposes of this subsection1 the term dual capacity taxpayer means1 with respect to any foreign country or possession of the ,united ,states1 a person who-- 7,a7 is subject to a levy of such country or possession1 and 7,b7 receives 7or will receive7 directly or indirectly a specific economic benefit 7as determined in accordance with regulations7 from such country or possession4 7#c7 ,generally applicable income tax ,for purposes of this subsection-- 7,a7 ,in general ,the term generally applicable income tax means an income tax 7or a series of income taxes7 which is generally imposed under the laws of a foreign country or possession on income derived from the conduct of a trade or business within such country or possession4 7,b7 ,exceptions ,such term shall not include a tax unless it has substantial application1 by its terms and in practice1 to-- 7i7 persons who are not dual capacity taxpayers1 and 7ii7 persons who are citizens or residents of the foreign country or possession4 7#d7 ,large integrated oil company ,for purposes of this subsection1 the term large integrated oil company means1 with respect to any taxable year1 an integrated oil company 7as defined in section #bia7;b77#d77 which-- 7,a7 had gross receipts in excess of #a1jjj1jjj1jjj for such taxable year1 and 7,b7 has an average daily worldwide production of crude oil of at least #ejj1jjj barrels for such taxable year4 4 7b7 ,effective date 7#a7 ,in general ,the amendments made by this section shall apply to taxes paid or accrued in taxable years beginning after the date of the enactment of this ,act4 7#b7 ,contrary treaty obligations upheld ,the amendments made by this section shall not apply to the extent contrary to any treaty obligation of the ,united ,states4 #d4 ,reinstitution of per country foreign tax credit 7a7 ,in general ,subsection 7a7 of section #ijd of the ,internal ,revenue ,code of #aihf is amended to read as follows3 7a7 ,limitation ,the amount of the credit in respect of the tax paid or accrued to any foreign country or possession of the ,united ,states shall not exceed the same proportion of the tax against which such credit is taken which the taxpayer's taxable income from sources within such country or possession 7but not in excess of the taxpayer's entire taxable income7 bears to such taxpayer's entire taxable income for the same taxable year4 4 7b7 ,effective date ,the amendment made by this section shall apply to taxable years beginning after ,december #ca1 #bjae4 #e4 ,treatment of foreign corporations managed and controlled in the ,united ,states as domestic corporations 7a7 ,in general ,section #ggja of the ,internal ,revenue ,code of #aihf is amended by redesignating subsection 7p7 as subsection 7q7 and by inserting after subsection 7o7 the following new subsection3 7p7 ,certain corporations managed and controlled in the ,united ,states treated as domestic for income tax 7#a7 ,in general ,notwithstanding subsection 7a77#d71 in the case of a corporation described in paragraph 7#b7 if-- 7,a7 the corporation would not otherwise be treated as a domestic corporation for purposes of this title1 but 7,b7 the management and control of the corporation occurs1 directly or indirectly1 primarily within the ,united ,states1 then1 solely for purposes of chapter #a 7and any other provision of this title relating to chapter #a71 the corporation shall be treated as a domestic corporation4 7#b7 ,corporation described 7,a7 ,in general ,a corporation is described in this paragraph if-- 7i7 the stock of such corporation is regularly traded on an established securities market1 or 7ii7 the aggregate gross assets of such corporation 7or any predecessor thereof71 including assets under management for investors1 whether held directly or indirectly1 at any time during the taxable year or any preceding taxable year is #ej1jjj1jjj or more4 7,b7 ,general exception ,a corporation shall not be treated as described in this paragraph if-- 7i7 such corporation was treated as a corporation described in this paragraph in a preceding taxable year1 7ii7 such corporation-- 7,i7 is not regularly traded on an established securities market1 and 7,,ii7 has1 and is reasonably expected to continue to have1 aggregate gross assets 7including assets under management for investors1 whether held directly or indirectly7 of less than #ej1jjj1jjj1 and 7iii7 the ,secretary grants a waiver to such corporation under this subparagraph4 7#c7 ,management and control 7,a7 ,in general ,the ,secretary shall prescribe regulations for purposes of determining cases in which the management and control of a corporation is to be treated as occurring primarily within the ,united ,states4 7,b7 ,executive officers and senior management ,such regulations shall provide that-- 7i7 the management and control of a corporation shall be treated as occurring primarily within the ,united ,states if substantially all of the executive officers and senior management of the corporation who exercise day-to-day responsibility for making decisions involving strategic1 financial1 and operational policies of the corporation are located primarily within the ,united ,states1 and 7ii7 individuals who are not executive officers and senior management of the corporation 7including individuals who are officers or employees of other corporations in the same chain of corporations as the corporation7 shall be treated as executive officers and senior management if such individuals exercise the day-to-day responsibilities of the corporation described in clause 7i74 7,c7 ,corporations primarily holding investment assets ,such regulations shall also provide that the management and control of a corporation shall be treated as occurring primarily within the ,united ,states if-- 7i7 the assets of such corporation 7directly or indirectly7 consist primarily of assets being managed on behalf of investors1 and 7ii7 decisions about how to invest the assets are made in the ,united ,states4 4 7b7 ,effective date ,the amendments made by this section shall apply to taxable years beginning on or after the date which is #b years after the date of the enactment of this ,act4 #f4 ,restrictions on deduction for interest expense of members of financial reporting groups with excess domestic indebtedness 7a7 ,in general ,section #afc of the ,internal ,revenue ,code of #aihf is amended by redesignating subsection 7n7 as subsection 7o7 and by inserting after subsection 7m7 the following new subsection3 7n7 ,restriction on deduction for interest expense of members of financial reporting groups with excess domestic indebtedness 7#a7 ,in general ,in the case of any corporation which is a member of an applicable financial reporting group the common parent of which is a foreign corporation1 the deduction allowed under this chapter for interest paid or accrued by the corporation during the taxable year shall not exceed the applicable limitation for the taxable year4 7#b7 ,carryforward ,any amount disallowed under paragraph 7#a7 for any taxable year shall be treated as interest paid or accrued in the succeeding taxable year4 7#c7 ,applicable limitation ,for purposes of this subsection-- 7,a7 ,in general ,the applicable limitation with respect to a taxpayer for any taxable year is the sum of-- 7i7 the greater of-- 7,i7 the taxpayer's allocable share of the applicable financial reporting group's net interest expense for the taxable year1 or 7,,ii7 #aj percent of the taxpayer's adjusted taxable income for the taxable year1 plus 7ii7 the excess limitation carryforwards to the taxable year from any preceding taxable year4 7,b7 ,limitation not less than includible interest ,the applicable limitation under subparagraph 7,a7 for any taxable year shall not be less than the amount of interest includible in the gross income of the taxpayer for the taxable year4 7,c7 ,excess limitation carryforward ,if the applicable limitation of a taxpayer for any taxable year 7determined without regard to carryforwards under subparagraph 7,a77ii77 exceeds the interest paid or accrued by the taxpayer during the taxable year1 such excess shall be an excess limitation carryforward to the #ast succeeding taxable year and the #bnd and #crd succeeding taxable years to the extent not previously taken into account under this paragraph4 7#d7 ,allocable share of net interest expense ,for purposes of this subsection-- 7,a7 ,in general ,a taxpayer's allocable share of an applicable financial reporting group's net interest expense for any taxable year shall be the amount 7not less than zero7 which bears the same ratio to such net interest expense as-- 7i7 the net earnings of the taxpayer1 bears to 7ii7 the aggregate net earnings of all members of the applicable financial reporting group4 7,b7 ,net earnings ,the term net earnings means1 with respect to any taxpayer1 the earnings of the taxpayer-- 7i7 computed without regard to any reduction allowable for-- 7,i7 net interest expense1 7,,ii7 taxes1 or 7,,iii7 depreciation1 amortization1 or depletion1 and 7ii7 computed with such other adjustments as the ,secretary may by regulations prescribe4 7,c7 ,burden on taxpayer ,if a taxpayer elects not to compute its allocable share1 or fails to establish to the satisfaction of the ,secretary the amount of its allocable share1 for any taxable year1 the allocable share shall be zero4 7#e7 ,net interest expense and net earnings determinations ,for purposes of this subsection-- 7,a7 ,net interest expense ,any determination of net interest expense for any taxable year shall be made-- 7i7 on the basis of the applicable financial statement of the applicable financial reporting group for the last financial reporting year ending with or within the taxable year1 and 7ii7 under ,united ,states tax principles4 7,b7 ,net earnings ,any determination of net earnings for any taxable year shall be made on the basis of the applicable financial statement of the applicable financial reporting group for the last financial reporting year ending with or within the taxable year4 7,c7 ,applicable financial statement ,the term applicable financial statement means a statement for financial reporting purposes which is made on the basis of-- 7i7 generally accepted accounting principles1 7ii7 international financial reporting standards1 or 7iii7 any other method specified by the ,secretary in regulations4 ,a statement under clause 7ii7 or 7iii7 may be used as an applicable financial statement by a group only if there is no statement of the group under any preceding clause4 7#f7 ,applicable financial reporting group ,for purposes of this subsection-- 7,a7 ,in general ,the term applicable financial reporting group means1 with respect to any corporation1 a group of which such corporation is a member and which files an applicable financial statement4 7,b7 ,exception for groups with minimal domestic net interest expense ,such term shall not include a group if the aggregate net interest expense for which a deduction is allowable to all members of the group under this chapter 7determined without regard to this subsection or any other limitation on deductibility of interest under this chapter7 is less than #e1jjj1jjj4 7,c7 ,exception for certain financial entities ,a corporation which is described in section #hfd7;f77#d77;,b71 or is treated as described in section #hfd7;f77#d77;,b7 by reason of paragraph 7#d77;,c7 or 7#e77;,a7 of section #hfd7;f7 7without regard to whether an election is made under such paragraph 7#e77;,a771 shall not be treated as a member of an applicable financial reporting group of which it is otherwise a member and this subsection shall not apply to such corporation4 7#g7 ,other definitions and rules ,for purposes of this subsection-- 7,a7 ,adjusted taxable income ,the term adjusted taxable income has the meaning given such term by subsection 7j77#f77;,a74 7,b7 ,net interest expense ,the term net interest expense has the meaning given such term by subsection 7j77#f77;,b74 7,c7 ,treatment of affiliated group ,all members of the same affiliated group 7within the meaning of section #aejd7;a77 shall be treated as #a taxpayer4 7#h7 ,regulations ,the ,secretary shall prescribe such regulations as may be necessary to carry out the purposes of this section1 including regulations providing-- 7,a7 for the coordination of the application of this subsection and other provisions of this chapter relating to the deductibility of interest1 7,b7 for the waiver of certain adjustments required under ,united ,states tax principles in appropriate cases for purposes of applying this subsection1 7,c7 for the determination of which financial institutions are eligible for the exception from membership in an applicable financial reporting group under paragraph 7#f77;,c7 and the application of this subsection to the other members of the group which are not so excepted1 and 7,d7 for the application of this subsection in the case of pass thru entities and for the treatment of pass thru entities as corporations in cases where necessary to prevent the avoidance of the purposes of this subsection4 4 7b7 ,coordination with limitation on related party indebtedness ,paragraph 7#b7 of section #afc7;j7 of the ,internal ,revenue ,code of #aihf is amended by adding at the end the following new subparagraph3 7,d7 ,coordination with limitation on excess domestic indebtedness ,this subsection shall not apply to any corporation for any taxable year to which subsection 7n7 applies to such corporation4 4 7c7 ,effective date ,the amendments made by this section shall apply to taxable years beginning after ,december #ca1 #bjae4 #g4 ,modifications to rules relating to inverted corporations 7a7 ,in general ,subsection 7b7 of section #ghgd of the ,internal ,revenue ,code of #aihf is amended to read as follows3 7b7 ,inverted corporations treated as domestic corporations 7#a7 ,in general ,notwithstanding section #ggja7;a77#d71 a foreign corporation shall be treated for purposes of this title as a domestic corporation if-- 7,a7 such corporation would be a surrogate foreign corporation if subsection 7a77#b7 were applied by substituting #hj percent for #fj percent1 or 7,b7 such corporation is an inverted domestic corporation4 7#b7 ,inverted domestic corporation ,for purposes of this subsection1 a foreign corporation shall be treated as an inverted domestic corporation if1 pursuant to a plan 7or a series of related transactions7-- 7,a7 the entity completes after ,may #h1 #bjad1 the direct or indirect acquisition of-- 7i7 substantially all of the properties held directly or indirectly by a domestic corporation1 or 7ii7 substantially all of the assets of1 or substantially all of the properties constituting a trade or business of1 a domestic partnership1 and 7,b7 after the acquisition1 more than #ej percent of the stock 7by vote or value7 of the entity is held-- 7i7 in the case of an acquisition with respect to a domestic corporation1 by former shareholders of the domestic corporation by reason of holding stock in the domestic corporation1 or 7ii7 in the case of an acquisition with respect to a domestic partnership1 by former partners of the domestic partnership by reason of holding a capital or profits interest in the domestic partnership4 7#c7 ,exception for corporations with substantial business activities in foreign country of organization ,a foreign corporation described in paragraph 7#b7 shall not be treated as an inverted domestic corporation if after the acquisition the expanded affiliated group which includes the entity has substantial business activities in the foreign country in which or under the law of which the entity is created or organized when compared to the total business activities of such expanded affiliated group4 ,for purposes of subsection 7a77#b77;,b77iii7 and the preceding sentence1 the term substantial business activities shall have the meaning given such term under regulations in effect on ,may #h1 #bjad1 except that the ,secretary may issue regulations increasing the threshold percent in any of the tests under such regulations for determining if business activities constitute substantial business activities for purposes of this paragraph4 4 7b7 ,conforming amendments 7#a7 ,clause 7i7 of section #ghgd7;a77#b77;,b7 of the ,internal ,revenue ,code of #aihf is amended by striking after ,march #d1 #bjjc1 and inserting after ,march #d1 #bjjc1 and before ,may #i1 #bjad14 7#b7 ,subsection 7c7 of section #ghgd of such ,code is amended-- 7,a7 in paragraph 7#b7-- 7i7 by striking subsection 7a77#b77;,b77ii7 and inserting subsections 7a77#b77;,b77ii7 and 7b77#b77;,b71 and 7ii7 by inserting or 7b77#b77;,a7 after 7a77#b77;,b77i7 in subparagraph 7,b71 7,b7 in paragraph 7#c71 by inserting or 7b77#b77;,b71 as the case may be1 after 7a77#b77;,b77ii71 7,c7 in paragraph 7#e71 by striking subsection 7a77#b77;,b77ii7 and inserting subsections 7a77#b77;,b77ii7 and 7b77#b77;,b71 and 7,d7 in paragraph 7#f71 by inserting or inverted domestic corporation1 as the case may be1 after surrogate foreign corporation4 7c7 ,effective date ,the amendments made by this section shall apply to taxable years ending after ,may #h1 #bjad4