# What changed: company law and the CSRD reporting layer
The CSRD reporting layer inserts a sustainability statement into the management report that Dutch company law already requires from qualifying entities in the Netherlands. Scope and timing are staged by size category and listing status. Under the applicable rules, check whether your entity is already captured before you assume next year is the first deadline.
Why this arises here
Dutch company law has long required a management report alongside the annual accounts, filed with the trade register held by the Chamber of Commerce. Before the sustainability directive, non-financial disclosure inside that report was light: a short narrative on policy areas, with no fixed standard and no separate assurance requirement for most companies.
The sustainability reporting directive changes what sits inside that same management report, not the report's legal home. This is a change inside Dutch law, not a new EU register replacing the Dutch one. It adds a defined sustainability statement, built on a common reporting standard, and it brings that statement inside the scope of the auditor's work.
This lands as a governance question first, not an accounting policy footnote, because it is the board's report under corporate law and governance that carries the statement. A Dutch subsidiary can be pulled into scope by its own size, or exempted because a parent already reports at group level. That exemption question is itself something to verify each year, not assumed once and left.
The mechanics in short
Before: the management report carried general, largely unaudited non-financial disclosure for the entities already caught by the earlier EU non-financial reporting regime, mostly large listed companies and a limited number of large non-listed ones.
Now: qualifying entities produce a structured sustainability statement inside the management report, prepared to a common EU reporting standard, and that statement is subject to assurance by the auditor of the annual accounts. The statement is filed with the annual accounts, on the same timetable as the accounts themselves.
Scope is staged by size category and by listing status, and the categories already captured differ from the categories still waiting for their first reporting year. Under the applicable rules, the exact thresholds and the exact effective date for each category are not settled in the sources available to us at the time of this review. Do not rely on a specific year without checking the current position first.
A subsidiary within a group that already reports at consolidated level can be exempt from producing its own statement, provided the group statement covers it and discloses that it does. Where a Dutch entity sits inside a foreign group, the group's home-state timetable, rather than the Dutch one, can end up deciding when the Dutch subsidiary's own obligation starts.
What tracking this change actually means
This subject moves. The directive has been the object of a formal simplification exercise at EU level, and the practical effect for a given company can shift between one financial year and the next without the underlying Dutch statutory text changing at all. Treat the position as tracked, not fixed: the annual question is not "has the law changed" but "has my scope category changed, or has the group's exemption position changed."
Two things move independently of each other: the size thresholds that decide who is in scope, and the assurance level required once you are in scope. A company excluded last year on size can be included this year without any change to the Dutch statute, purely because its own numbers moved. An assurance level that starts as limited can later step up, and that step is set at EU level, not by the Dutch legislator.
Enforcement practice for a first contested case, including how a Dutch court would treat a disputed scope or exemption claim, is not yet settled in the sources available to us.
What to check now
Confirm, for the entity in question: its own size category on the latest audited accounts; whether it consolidates or is consolidated by a parent that already reports; whether any subsidiary exemption is actually claimed and disclosed, rather than assumed; and whether the auditor engaged for the annual accounts is also engaged for the assurance work on the sustainability statement, since that is a separate engagement decision.
| Position before | Position now | Who must act |
|---|---|---|
| Light narrative non-financial disclosure, no fixed standard | Structured sustainability statement to a common EU standard | Boards of qualifying entities, largest and listed first |
| No separate assurance on non-financial content | Assurance by the accounts auditor, extending over time | The auditor already engaged for the annual accounts |
| Non-financial content optional in substance for smaller entities | Staged inclusion by size category, dates under revision | Group finance function tracking the entity's own scope category |
| Subsidiary reporting assessed once | Subsidiary exemption reassessed against the current group position | Whoever prepares the consolidated sustainability statement |
What this does not cover
- The specific size thresholds and effective dates for each scope category: these are moving at EU level and are not stated here without a confirmed source.
- Sector-specific disclosure requirements layered on top of the general standard.
- The tax treatment of sustainability-linked disclosures or incentives.
- A non-Dutch parent's own home-state filing obligations, beyond the effect on a Dutch subsidiary's exemption.
- Enforcement practice for non-compliance, including how it would be tested before a Dutch court.
Questions
Does the sustainability statement replace the existing Dutch management report?
No. It sits inside the management report that Dutch company law already requires; the report's legal basis is unchanged, and the statement is a defined, standardised addition to its content.
If our size category has not yet reached its reporting date, is there anything to do now?
Yes. Confirm the category itself each year, since it rests on your own numbers, and confirm whether a parent's group statement already covers you before assuming your own first reporting year has not arrived.
Author
Sanne de Wit, structures, holding and tax. This author works on how group reporting and disclosure obligations move through Dutch holding structures.
Where this leads
If the group question above turns out unresolved, for instance where a Dutch subsidiary's exemption depends on a foreign parent's own filing that cannot be verified from Dutch sources alone, a structure report sets out the ownership chain and the entities that consolidate it, so the exemption claim can be checked rather than assumed.
Related material under the corporate practice: conflicted director decisions after recent judgments trace a different governance-change axis inside the same area. Where a group also involves signing formalities across borders, notarial practice on remote execution covers a separate tracked change worth watching in parallel. For a worked structure example outside the Netherlands, see the ownership chain report for Austria. Where a parent's instruction inside a group harmed creditors of a joint venture, that fact pattern is analysed on its own terms.
This material sits under corporate law and governance.
Last legal review: 2026-09-15