§2 Preparation, assurance, and publication of the sustainability information to be reported under Article 40a Accounting Directive (sustainability report for certain third-country undertakings)

Commission Notice on the interpretation of certain legal provisions in Directive 2013/34/EU (Accounting Directive), Directive 2006/43/EC (Audit Directive), Regulation (EU) No 537/2014 (Audit Regulation), Directive 2004/109/EC (Transparency Directive), Delegated Regulation (EU) 2023/2772 (first set of European Sustainability Reporting Standards, ‘first ESRS delegated act’), and Regulation (EU) 2019/2088 (Sustainable Finance Disclosures Regulation, ‘SFDR’) as regards sustainability reporting · European Union

Based on Article 40a of the Accounting Directive, where a third-country undertaking that generates a net turnover of more than EUR 150 million in the Union (for each of the last two consecutive financial years) has a subsidiary in the Union that is subject to Articles 19a/29a Accounting Directive, or, in the absence of such subsidiary, a branch in the Union that generated a net turnover of more than EUR 40 million (in the preceding financial year), the subsidiary or the branch will have to publish and make accessible sustainability information at the group level of the third-country parent undertaking. This sustainability report to be provided under Article 40a of the Accounting Directive has a limited content compared to the ‘sustainability statement’ to be provided under Articles 19a/29a of the Accounting Directive. Certain information that is required in the sustainability statement is not required in the sustainability report, in particular information on resilience, opportunities, and risks, since the intention above all is to focus the sustainability report on sustainability impacts (52). The sustainability report must comply with the following requirements: — it must be prepared in accordance with the ESRS for certain third-country undertakings adopted by way of Commission delegated acts (53); — it must be subject to assurance (54); — it must be published by the relevant subsidiaries or branches established or located in the Union together with the assurance opinion on the sustainability report (55). If the third-country parent undertaking prepares the sustainability report in compliance with the ESRS (instead of with the ESRS for certain third-country undertakings), the subsidiary or branch does not need to prepare the sustainability report in accordance with the ESRS for certain third-country undertakings. In this case, the exemptions under Article 19a(9) and Article 29a(8) would apply. These requirements must be complied with for each financial year beginning on or after 1 January 2028 (56). Flowchart to identify the applicable sustainability reporting requirements for each type of undertaking and the specific application date The flowchart below illustrates the process to determine whether an entity is subject to sustainability reporting requirements and from which financial year. Timeline for the application of sustainability reporting requirements The table below illustrates the different application dates for the different types of undertakings subject to sustainability reporting. Financial year 2024 (reporting in 2025) Financial year 2025 (reporting in 2026) Financial year 2026 (reporting in 2027) Financial year 2027 (reporting in 2028) Financial year 2028 (reporting in 2029) Large undertakings which are PIEs (including third-country issuers) > 500 employees on average during the financial year Individual sustainability statement (ESRS) Individual sustainability statement (ESRS) Individual sustainability statement (ESRS) Individual sustainability statement (ESRS) Individual sustainability statement (ESRS) PIEs (including third-country issuers) that are parent undertakings of a large group > 500 employees on average on a consolidated basis during the financial year Consolidated sustainability statement (ESRS) Consolidated sustainability statement (ESRS) Consolidated sustainability statement (ESRS) Consolidated sustainability statement (ESRS) Consolidated sustainability statement (ESRS) Large undertakings (including third-country issuers) that are not ‘PIEs > 500 employees on average during the financial year’ N/A Individual sustainability statement (ESRS) Individual sustainability statement (ESRS) Individual sustainability statement (ESRS) Individual sustainability statement (ESRS) Parent undertakings of a large group (including third-country issuers) that are not ‘PIEs > 500 employees on average on a consolidated basis during the financial year’ N/A Consolidated sustainability statement (ESRS) Consolidated sustainability statement (ESRS) Consolidated sustainability statement (ESRS) Consolidated sustainability statement (ESRS) Listed SMEs, SNCIs, captive (re)insurance undertakings (including third-country issuers) N/A N/A Individual sustainability statement (ESRS or LSME ESRS) (*1) Individual sustainability statement (ESRS or LSME ESRS) (*1) Individual sustainability statement (ESRS or LSME ESRS) CSRD subsidiaries (or, in the absence, EU branches with net turnover in the Union > EUR 40 million) of third-country non-listed undertakings with net turnover in the Union > EUR 150 million N/A N/A N/A N/A Sustainability report (ESRS for certain third-country undertakings or ESRS)

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Source: EUR-Lex (Cellar) · retrieved 2026-09-07