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).

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Source: EUR-Lex (Cellar) · retrieved 2026-09-07 · Text as adopted (Official Journal); later amendments are not incorporated in this text.