ESG rules after Omnibus I: CSRD, CSDDD and what still applies

Since the Omnibus I Directive (Directive (EU) 2026/470, in force since 18 March 2026), sustainability reporting under the CSRD applies only to companies with more than 1,000 employees and more than €450 million net turnover. Due diligence under the CSDDD applies only to companies with more than 5,000 employees and €1.5 billion turnover, from 26 July 2029. The important exception: rules on green claims, the duty of care in Dutch tort law and the information demands of banks and customers apply whatever your size.

Below we explain what changed, who still has to report, what applies to everyone, and what large companies and their suppliers should each check. For the wider picture, see our overview of types of legal compliance.

What did the Omnibus I Directive change?

It narrowed both the reporting duty and the due diligence duty, without abandoning their core. Directive (EU) 2026/470 of 24 February 2026 amends the Accounting Directive, the CSRD (Directive (EU) 2022/2464) and the CSDDD (Directive (EU) 2024/1760).

• CSRD scope: only undertakings and groups exceeding both 1,000 employees on average and €450 million net turnover.
• Listed SMEs are no longer within the mandatory regime.
• Sector-specific reporting standards will not become binding rules.
• Limited assurance remains; the planned move to reasonable assurance has been dropped.
• A cap protects smaller companies in the value chain against excessive data requests.

Double materiality remains: a company in scope reports both on how sustainability matters affect its own results and on how its activities affect people and the environment. The European Sustainability Reporting Standards (ESRS) remain the basis, in a shorter revised form.

Who still has to report under the CSRD?

A Dutch company or group falls within the CSRD if it exceeds both 1,000 employees on average and €450 million net turnover. Both thresholds must be exceeded, at individual or group level.

Companies that fell under the earlier rules but are below the new thresholds are released. The directive allows Member States to exempt them for financial years 2025 and 2026 as well. The Dutch implementing legislation for the CSRD still has to be adapted to the Omnibus, so check the current state of the Dutch act before taking a decision that depends on its detail.

Non-EU groups with substantial turnover in the EU through a subsidiary or branch fall under a separate third-country regime. A Dutch subsidiary that is exempt from ordinary reporting does not settle that question for the group.

What does a CSRD report have to contain?

The sustainability statement is part of the management report, follows the ESRS, is tagged in the prescribed electronic format and carries a limited assurance opinion. It is a legal document, not a brochure.

The ESRS consist of cross-cutting standards on governance, strategy and impact management, and topical standards on climate, pollution, water, biodiversity, resource use, own workforce, value-chain workers, communities, consumers and business conduct. The materiality assessment decides which topical disclosures you must make, so it must be documented and capable of being assured.

In practice, preparation means four steps: a documented double materiality assessment, a data trail for every material metric, internal controls over that data, and early contact with the assurance provider. Under Dutch law the management board is responsible for the report, and the supervisory board oversees it.

What protects smaller suppliers in the value chain?

Companies with no more than 1,000 employees are “protected undertakings”. A reporting company may not require them to provide more information than the voluntary standard for smaller companies, which the Commission must adopt by 19 July 2026.

Contract terms that demand more are not binding on the supplier. The reporting company must tell the supplier which extra information it requests and that the supplier may refuse it. It may rely on the supplier’s self-declaration of its size unless it knows the declaration is manifestly incorrect.

What remains of the CSDDD?

The CSDDD now applies only to companies with more than 5,000 employees and more than €1.5 billion net worldwide turnover. Member States must transpose it a year later than planned, and the obligations apply from 26 July 2029.

The obligation to adopt a climate transition plan has been removed from the CSDDD. The harmonised EU civil liability regime has also been removed: claims now run through national law, but Member States must still ensure that victims receive full compensation for damage caused by a breach. Fines are capped at 3% of net worldwide turnover. See our article on the Corporate Sustainability Due Diligence Directive.

What applies whatever the size of your company?

Falling outside the CSRD does not mean falling outside ESG law. Several sets of rules apply to every company.

Green claims

Misleading sustainability claims towards consumers are an unfair commercial practice under Article 6:193c BW, enforced by the Authority for Consumers and Markets (ACM). Under the EU Empowering Consumers Directive (Directive (EU) 2024/825), which applies from 27 September 2026, generic claims such as “eco-friendly” without proof of recognised excellent performance are banned, as are claims of climate neutrality based on offsetting. See our article on greenwashing and ESG compliance.

Duty of care and litigation

Dutch courts apply the general unwritten duty of care under Article 6:162 BW to climate and human rights claims. In Milieudefensie v Shell, the Court of Appeal of The Hague held on 12 November 2024 that Shell has an obligation to contribute to combating dangerous climate change, but it rejected the order to cut emissions by 45% (ECLI:NL:GHDHA:2024:2099). Milieudefensie has taken the case to the Supreme Court (Hoge Raad).

Contracts and financing

Banks and investors need sustainability data for their own disclosures under the EU Taxonomy Regulation and the Sustainable Finance Disclosure Regulation. They increasingly include ESG information duties and covenants in loan agreements, regardless of whether the borrower reports under the CSRD. Customers do the same through sustainability clauses in supply contracts.

Who supervises and enforces?

The Dutch Authority for the Financial Markets (AFM) supervises the financial reporting of listed companies, including the sustainability statement, and it supervises audit firms. The ACM acts against misleading claims towards consumers.

Enforcement does not stop at supervisors. Shareholders can raise the report in the general meeting and, on proper grounds, request an inquiry from the Enterprise Chamber (Ondernemingskamer). Competitors and consumer organisations can bring a claim for misleading advertising, and counterparties can rely on contractual representations.

What should you check as a company in scope?

• Do you exceed both 1,000 employees and €450 million turnover, at company or group level?
• Is your double materiality assessment documented and approved by the board?
• Is there a data trail and internal control for every material metric?
• Have you checked your existing reporting against the revised, shorter ESRS?
• Do your supplier questionnaires stay within the value-chain cap?
• Have you involved the assurance provider before year-end?

What should you check as a supplier or smaller company?

• Are you a protected undertaking with no more than 1,000 employees?
• Do customer contracts require ESG data beyond the voluntary standard, and do you want to provide it?
• Do your loan agreements contain ESG reporting duties or covenants?
• Can every sustainability claim on your website and packaging be substantiated under the rules applying from 27 September 2026?
• Do your contracts allocate liability for supply-chain breaches clearly?

What can we do for you with ESG regulation?

Our Dutch and European environmental law and company law teams advise reporting companies and their suppliers.

• We assess whether your company or group falls within the CSRD or the CSDDD after the Omnibus.
• We review supplier questionnaires and contract clauses against the value-chain cap.
• We check your sustainability claims against the ACM guidance and the rules from 27 September 2026.
• We draft and negotiate sustainability clauses in supply and financing agreements.
• We advise the board on its duties and liability for the sustainability statement.

Summary

• After Omnibus I, the CSRD applies only above 1,000 employees and €450 million turnover.
• The CSDDD applies only above 5,000 employees and €1.5 billion turnover, from 26 July 2029.
• Suppliers with no more than 1,000 employees are protected against excessive data requests.
• Green claims rules, the Dutch duty of care and contractual ESG demands apply to every company.
• The Dutch implementing act is still being adapted; check its state before relying on detail.

Frequently asked questions