22 November 2023

CSRD: a status update

On 20 November 2023, a Dutch draft decree implementing certain CSRD obligations was published. Interested parties have until 18 December 2023 to give feedback.

We also report on the adoption by the European Commission of a proposal to amend article 3 of Directive 2013/34/EU (Accounting Directive), increasing size thresholds by 25%. As we explain below, this will result in a narrower CSRD scope – smaller undertakings that were previously required to draw up a CSRD report will now be out of scope.

Further, we highlight certain, ESRS-related developments. Our earlier article mentioned the Commission expecting a final delegated act with the first set of sector-agnostic ESRS in place by autumn 2023. This deadline has been met, with the first set of ESRS now final and awaiting publication. In October 2023, the Commission published a proposal to amend the Accounting Directive with regards to the deadline for adopting the second set of sector-specific ESRS and a third set of ESRS for certain third country undertakings.

Publication of draft decree implementing CSRD

The CSRD will be implemented in the Netherlands by: (i) an act covering the rules on assurance of CSRD reports and the CSRD's applicability to listed companies (see for the draft bill this article); and (ii) a decree, a draft of which was published on 20 November 2023.

What the draft decree provides

The draft decree covers the disclosure requirements for in-scope companies, rules on the assurance statement and the audit committee, and implementation timelines. In line with established policy, the Dutch government has chosen binding CSRD implementation, without national top-up. There are no requirements for the content and scope of the reporting obligation except those required or permitted by the CSRD. The explanatory notes to the draft bill mention that the draft decree follows the text of the CSRD closely, deviating only where it is necessary to match the terminology and system of Dutch company and accounting law. To match this, certain EU member state optionalies have been adopted, including the possibility in exceptional situations to not disclose information if this would cause serious harm to the company’s commercial position.

This draft decree will be facilitated by a future article 2:391a(2) of the Dutch Civil Code (DCC) as part of the bill implementing directive (EU) 2021/2101 on disclosure of income tax information. The article will provide a basis for establishing rules by order in council to implement binding EU legal acts covering certain undertakings' obligations to include information in the management report. This will make it easier to achieve implementation of additional rules developed in the near future.

Adjusted size thresholds in Accounting Directive

Proposed changes

To account for the effects of inflation, the Commission is required to review and, where appropriate, amend the size thresholds in article 3 of the Accounting Directive at least every five years. The last amendment was implemented ten years ago.

After this year's review, on 17 October 2023, the Commission published a proposal to increase the financial size thresholds – the balance sheet total and the net turnover – to account for inflation and, as a consequence, reduce the reporting burden for smaller undertakings.

To this end, the financial size thresholds have gone up by approximately 25%. The number of employees per category remains unchanged.

Below is a summary of the proposed adjusted thresholds:



Micro-undertakings; not exceeding two of the three

Balance sheet total

EUR 350,000

EUR 450,000

Net turnover

EUR 700,000

EUR 900,000




Small undertakings; not exceeding two of the three

Balance sheet total

EUR 4 – 6 million

EUR 5 – 7.5 million

Net turnover

EUR 8 – 12 million

EUR 10 – 15 million




Medium-sized undertakings; not exceeding two of the three

Balance sheet total

EUR 20 million

EUR 25 million

Net turnover

EUR 40 million

EUR 50 million




Large undertakings; exceeding two of the three

Balance sheet total

EUR 20 million

EUR 25 million

The raised thresholds will, next to the CSRD scope, also impact the scope of other legislation that "large undertakings" must comply with, including the Dutch Diversity Act and, if and when enacted, the Dutch Responsible and Sustainable International Business Conduct Act (see this article on the latter).

Proposed timeline

With the adoption of the proposal to increase the thresholds, the European Parliament and the Council have a two-month "scrutiny period".

The proposal suggests that the amendments in principle apply to financial years beginning on or after 1 January 2024. In order for undertakings to make use of the adjusted thresholds as soon as possible, individual member states may also choose to allow undertakings to apply the adjusted thresholds for financial years beginning on or after 1 January 2023.

Once the proposal is final, articles 2:395a – 2:397 of the Dutch Civil Code (DCC) will need to be amended to reflect the adjusted size thresholds. Whether the Dutch government will make use of the possibility to apply the new thresholds for financial year 2023 remains unclear.

Two consecutive financial years

According to the DCC provisions, an undertaking falls into a certain size category if specific thresholds are met in two consecutive financial years.

If the adjusted size thresholds apply as of financial years starting on 1 January 2024, the new size thresholds must be met on the balance sheet dates for financial years 2023 (31 December 2023) and 2022 (31 December 2022) for an undertaking to fall into a certain (potentially new) size category as of financial year 2024. If the adjusted size thresholds are not met on one of these reference dates, the undertaking may fall within another category as of financial year 2024 (irrespective of whether the current thresholds were met in 2022 and 2023).

Developments - Sustainability Reporting Standards

Final first set of sector-agnostic ESRS

The period during which the European Parliament and the Council reviewed the delegated act with the first set of ESRS ended in October 2023. The European Parliament rejected a resolution by 44 members of the European Parliament to, among other things, reduce the disclosure requirements included in first set of ESRS. This means that this first set of ESRS is now final. The next step is publication of the delegated act in the Official Journal. The delegated act goes into effect on 1 January 2024 for financial years beginning on or after 1 January 2024. See this article for our flowchart with the CSRD implementation dates (which includes the revised size criteria described above).

EFRAG work - first set of ESRS

EFRAG provided the Commission with their sustainability reporting 2024 work programme. This document suggests that, after a short consultation period, EFRAG expects to issue its final implementation guidelines on the materiality assessment and the value chain in Q1 2024. Throughout 2024, EFRAG will work on other implementation guidelines, such as disclosure requirements in topical standards and other issues arising as a result of the ESRS Q&A Platform that EFRAG launched in October 2023. The platform will be used to collect CSRD implementation questions from reporting undertakings and the broader public.

In either late 2023 or early 2024, EFRAG will also provide a final inventory of the data points deriving from ESRS. This will enable undertakings and users to perform their gap analysis. See this link for the draft inventory.

Adoption of second set of sector-specific ESRS and third set of ESRS for certain third-country undertakings postponed

As prompted by a call from EU Commissioner Mairead McGuinness, EFRAG had already decided to temporarily put the development of further sets of ESRS on hold to prioritise supporting initial CSRD implementation of the first set of ESRS.

To formalise the process, the Commission has published a proposal for a decision stipulating that adoption of the second and third set of ESRS will be delayed until 30 June 2026. This relates to the set of sector-specific ESRS and the set of standards for third-country undertakings with: (i) an annual net turnover at the consolidated or individual level in the EU exceeding EUR 150 million, and (ii) having either an EU subsidiary (which is either a large EU company, or an EU company listed on an EU regulated market, not being micro) or an EU branch that generated an annual net turnover of more than EUR 40 million in the preceding financial year. These third-country undertakings will be required to publish a CSRD report from financial year 2028 on.

The proposal is open for public feedback until 19 December 2023. Implementation in the Member States of this decision is not required, as the proposal relates to the provisions that cover requirements for the Commission.