CSRD scope and phasing by company type

Start the scope file with the undertaking's legal form, reporting year, parent-group position, net turnover, average employees, listing or issuer status, and any exemption. Earlier Accounting Directive large-undertaking criteria explain the original CSRD waves, but Directive (EU) 2026/470 provides the current main scope from financial years beginning in 2027: more than EUR 450 million net turnover and more than 1,000 average employees for the undertaking or parent group.

Under the original CSRD Article 5 phasing, wave one covered large public-interest undertakings and public-interest parent undertakings of large groups with more than 500 employees, for financial years starting on or after 1 January 2024. The Commission overview states that the first CSRD companies apply the rules for the 2024 financial year, with reports published in 2025.

Do not rewrite the historical company category just because the law changed. Keep the original classification record, then add separate fields for the Stop-the-Clock effect, any Member State exemption for 2025 or 2026, and the Directive (EU) 2026/470 current-scope result. For financial years beginning in 2027, the final scope conclusion must use the amended thresholds and applicable Member State law.

Directive (EU) 2025/794 postponed the original wave-two start from financial years beginning in 2025 to 2027 and the original wave-three start from 2026 to 2028. Directive (EU) 2026/470 then removed listed SMEs and the other former wave-three categories from the main scope and replaced the 2027 test with the EUR 450 million and 1,000-employee conditions. A historical wave-three classification therefore does not create a 2028 reporting duty under the amended EU scope.

Listed SMEs are not the same as unlisted SMEs in the historical CSRD analysis. The original Article 5 wave included listed SMEs other than micro-undertakings, together with specified small and non-complex institutions and captive insurers or reinsurers. Directive (EU) 2026/470 deletes that wave from the amended scope, so these categories do not begin mandatory reporting in 2028 under the amended EU rule.

The original listed-SME opt-out allowed a listed SME to omit sustainability reporting for financial years starting before 1 January 2028 if it briefly explained the omission in its management report. Keep that rule only when reconstructing the pre-amendment position; do not present it as the current reason listed SMEs are outside the post-2026 scope.

Third-country analysis has two separate routes. From financial years beginning in 2027, a third-country undertaking with transferable securities admitted to trading on an EU regulated market can be caught through the Transparency Directive route if it exceeds EUR 450 million net turnover and an average of 1,000 employees during the financial year. Separately, Article 40a covers certain non-EU parent groups through EU subsidiaries or branches, with EU turnover and EU branch or subsidiary conditions.

For financial years beginning in 2028, Directive (EU) 2026/470 raises the Article 40a third-country undertaking threshold to more than EUR 450 million net turnover in the Union and the qualifying EU subsidiary or branch threshold to more than EUR 200 million net turnover. Keep the publication entity, group turnover calculation, EU-presence test, assurance, and unavailable-information statement as separate evidence items.

The final scope conclusion should be a local-law confirmation, not only an EU-law memo. The CSRD is a directive, and Article 5 required Member States to bring into force the measures needed to comply with Articles 1 to 3 by 6 July 2024. Publication language, filing format, assurance options, penalties, competent authority practice, and stop-the-clock transposition can therefore depend on the Member State and the issuer regime.

A useful scope record names the undertaking, group parent, EU listing venue if any, Member State law, Accounting Directive size category, original CSRD wave, stop-the-clock status, listed SME opt-out decision if relevant, third-country Article 40a test if relevant, and the source used for each conclusion.