ESG reporting in the Netherlands now rests on a much narrower base than the original CSRD envisaged. Under the Omnibus I Directive (EU) 2026/470, published in the Official Journal on 26 February 2026, the Corporate Sustainability Reporting Directive applies only to undertakings that exceed both 1,000 employees on average and 450 million euro in net turnover. Member States must transpose the reporting changes by 19 March 2027, and companies that fall outside the new thresholds are released from the reporting duty for financial years beginning on or after 1 January 2027.
That is a genuine change of direction, and it has left many boards unsure what still applies to them. The short answer is that the reporting obligation has narrowed sharply, that the due diligence obligation has narrowed even further, and that a large body of ESG law that has nothing to do with either continues to apply to companies of every size. This article sets out where each of those stands and what a Dutch company should be doing about it. For the wider picture of what a business is required to comply with, see our overview of types of legal compliance.
What the Omnibus I Directive changed
The Omnibus I Directive is the outcome of the simplification exercise the European Commission began in February 2025, which followed a first, purely procedural directive that postponed the reporting waves while the substance was renegotiated. The final text entered into force on 18 March 2026 and amends both the CSRD and the Corporate Sustainability Due Diligence Directive. The Commission proposals that started the process were substantially altered during the negotiations, so anything written about the Omnibus before 2026 should be treated with caution.
For sustainability reporting the main changes are these. The scope is limited to undertakings exceeding both 1,000 employees and 450 million euro in net turnover, applied at individual or group level, which removes the previous system of meeting two out of three size criteria. Listed small and medium-sized undertakings are no longer brought within the mandatory regime. Sector-specific reporting standards will not be adopted as binding rules; the Commission will issue non-binding sectoral guidance instead. Limited assurance remains mandatory, with the assurance standard to be adopted no later than 1 July 2027, but the obligation to move on to reasonable assurance has been removed altogether. And a cap has been placed on what large reporting companies may demand from smaller businesses in their value chain.
What has not changed is the conceptual core. Double materiality has been expressly retained: a company in scope still reports both on how sustainability matters affect its own development and performance and on how its activities affect people and the environment. The European Sustainability Reporting Standards remain the technical basis, in a revised and considerably shortened form. Anyone who concluded from the political noise that the CSRD had been abandoned has misread it; for the companies still in scope, the substance of the exercise is intact.
Who has to report, and from when
A Dutch company falls within the CSRD if it exceeds both thresholds: more than 1,000 employees on average during the financial year and net turnover above 450 million euro. Both must be exceeded, which is what produces the dramatic reduction in the number of companies affected compared with the original directive. The test can be met at the level of the individual undertaking or of the group.
Undertakings established outside the European Union are not exempt. A third-country group with substantial turnover generated in the Union, through a subsidiary or a branch of sufficient size, must report on the sustainability impacts of the group under the separate third-country regime, on the timetable set out in the directive. Groups headquartered elsewhere with significant Dutch operations should check that position specifically rather than assume that the exemption of their Dutch subsidiary from ordinary reporting settles the matter.
On timing, the practical position for Dutch companies is that the reporting duty under the new thresholds attaches to financial years beginning on or after 1 January 2027, with the first reports published in 2028. Companies that were within scope under the earlier rules but fall outside the new thresholds are released for financial years beginning on or after 1 January 2027, and the Netherlands has used the option available to Member States to release them for the 2025 and 2026 financial years as well.
One caveat matters. At the time of writing the Dutch implementing legislation, the Wet implementatie richtlijn duurzaamheidsrapportering and the accompanying decree, has not been completed, and the amendments made by the Omnibus have to be worked into it. The obligations of the directive are clear enough to plan on, but the detail of the Dutch text, including the position on enforcement and on the accountancy rules, follows the national legislation. That makes it worth checking the current state of the bill before making a decision that depends on it, and a good moment to review your corporate compliance arrangements more broadly.
What a CSRD report has to contain
For companies still in scope, the report is not a brochure. It forms part of the management report, it must follow the European Sustainability Reporting Standards, it must be tagged in the prescribed electronic format, and it must carry an assurance opinion from an independent assurance provider.
The standards and the structure
The ESRS consist of two cross-cutting standards, which set out general requirements and general disclosures on governance, strategy, the management of impacts, risks and opportunities, and metrics and targets, and a set of topical standards covering the environmental, social and governance themes. The environmental standards cover climate change, pollution, water and marine resources, biodiversity and ecosystems, and resource use and the circular economy. The social standards cover the undertaking own workforce, workers in the value chain, affected communities, and consumers and end users. Governance is addressed through the standard on business conduct.
The revised standards adopted after the Omnibus are markedly shorter than the originals, with a substantially reduced number of mandatory data points and greater reliance on the materiality assessment to determine what has to be disclosed. That is a simplification of volume rather than of principle: less has to be said, but what is said still has to be accurate, complete in relation to what is material, and capable of being assured. Reviewing your corporate governance framework before the first report is a sensible preparation, because the disclosures on governance describe arrangements that have to exist in reality.
Double materiality in practice
The materiality assessment decides the content of the report, and it is the part most often done badly. It has two sides. Impact materiality looks outward: which actual or potential, positive or negative effects does the undertaking have on people and the environment, through its own operations and through its value chain? Financial materiality looks inward: which sustainability matters create risks or opportunities that can reasonably be expected to affect the development, performance, position, cost of capital or access to finance of the undertaking? A matter is material, and therefore reportable, if it is significant from either perspective.
The assessment has to cover the value chain and not only direct operations, it has to be documented, and it has to be capable of surviving review by the assurance provider. That means recording which matters were considered, which sources and stakeholders were consulted, which thresholds were applied and why a matter was excluded. An assessment that concludes that almost nothing is material, without a documented method behind it, is the single most likely cause of a qualified assurance opinion. It is also the point at which a company most easily strays into a claim it cannot support, which is where the rules on greenwashing and ESG compliance begin to bite.
Emissions and the value chain
The climate standard requires disclosure of greenhouse gas emissions across the recognised scopes: direct emissions from owned or controlled sources, indirect emissions from purchased energy, and the other indirect emissions in the value chain, which for most companies are by far the largest category and by far the hardest to measure. Where a transition plan for climate change mitigation has been adopted, it must be disclosed; the separate obligation to adopt such a plan that the due diligence directive originally contained has been deleted. Reporting on emissions in the wider value chain sits alongside the substantive obligations of Dutch and European environmental law, which apply to operations regardless of any reporting duty.
Building the file: gap analysis, data and controls
For a company that has to report, the work divides into three stages, and the order matters.
The first is a gap analysis. Compare what the revised standards require, once the materiality assessment has narrowed them, against what the organisation already produces. Most companies find that a good deal of the governance and policy information already exists in some form, that the environmental metrics exist but not on a basis that can be assured, and that the value chain data does not exist at all. Mapping that honestly at the start is what makes the remaining work finite, and it is also the moment to establish which parts of the exercise are legal obligations and which are voluntary ambitions; our overview of legal compliance obligations is a useful frame for that distinction.
The second stage is data. Sustainability data typically sits outside the financial systems, in spreadsheets kept by operational staff, in supplier correspondence and in third-party platforms. For each material metric, decide where the figure comes from, who is responsible for it, how it is calculated, which assumptions and emission factors are used, and how a reviewer would trace it back to a source. Estimates are permitted, and for value chain emissions they are unavoidable; what is not permitted is an estimate whose basis cannot be explained.
The third stage is control. Sustainability disclosures should run through the same discipline as financial reporting: defined responsibilities, review before publication, an audit trail, and documented sign-off. This is where the assurance engagement succeeds or fails, and it is also the protection against the more serious risk, which is publishing a statement that turns out to be wrong. A misstatement in a sustainability report is not merely a compliance failure; it is a representation on which investors, customers and counterparties rely, and it can be tested in Dutch civil proceedings by anyone who relied on it.
The value chain cap and what it means for suppliers
One of the more consequential changes is aimed at businesses that are not themselves in scope but were being asked for data by customers that are.
Under the amended directive, undertakings in the value chain that do not exceed 1,000 employees on average are entitled to refuse requests for information going beyond what the voluntary standard for smaller undertakings provides. In other words, a large reporting company may ask a smaller supplier for the data set out in the voluntary standard, and the supplier can decline anything beyond it.
The practical consequences run in both directions. For suppliers, the cap is a defence against questionnaires that have grown without limit, and it is worth knowing about before signing up to answer them. For reporting companies, it means the data needed for value chain disclosures cannot simply be demanded; it has to be estimated, sourced from elsewhere, or obtained through agreement. Contractual arrangements therefore become the mechanism, which raises the question of what a sustainability clause in a commercial contract actually achieves, a question we examine in our article on sustainability clauses in Dutch contracts. A clause that obliges a supplier to provide whatever information the buyer requires is, after this amendment, a clause that a supplier below the threshold can lawfully resist in part.
Due diligence after the Omnibus: the CSDDD
The Corporate Sustainability Due Diligence Directive is a separate instrument with a separate purpose. Where the CSRD is about disclosure, the CSDDD is about conduct: identifying, preventing, mitigating and accounting for adverse human rights and environmental impacts connected to the operations of a company and its chain of activities. It has been narrowed considerably. Our dedicated article on the Corporate Sustainability Due Diligence Directive goes through the regime in detail.
Under the final text the thresholds have been raised to more than 5,000 employees and net turnover above 1.5 billion euro, which leaves only the largest groups within scope. The obligation on in-scope companies to adopt a climate transition plan has been deleted, although a plan that has been adopted must still be disclosed under the reporting rules. The harmonised European civil liability regime that the original directive contained has been removed, so that claims are governed by the ordinary national law of the Member States, which in the Netherlands means the general law of tort and the duty of care. The ceiling on financial penalties is set at 3 per cent of net worldwide turnover. Member States must transpose the directive by 26 July 2028, and the obligations apply to companies from 26 July 2029.
Two points deserve emphasis for Dutch businesses. First, the deletion of the harmonised liability regime is not the same as the removal of liability. The Netherlands has a long-established body of law on duty of care, and Dutch courts have shown themselves willing to apply it to environmental and human rights claims against companies. Second, the narrowing of the direct scope does not remove the practical obligations that travel down a supply chain by contract: companies well below the thresholds routinely find due diligence requirements imposed on them by their customers and their lenders. Our article on what companies conceal in due diligence is a useful corrective for anyone treating that exercise as a formality.
What applies whatever your size
The most common mistake being made at the moment is to conclude that falling outside the CSRD means falling outside ESG law. A substantial part of the framework has nothing to do with the reporting thresholds.
Misleading sustainability claims are regulated by consumer and advertising law and enforced by the Autoriteit Consument en Markt, which has published guidance on how environmental claims must be substantiated. A claim about climate neutrality, recycled content or sustainable sourcing must be accurate, specific and demonstrable, whoever makes it, and enforcement does not depend on the size of the company. This is the area where smaller businesses are most exposed, precisely because they assume the rules are for large reporters.
The EU Taxonomy Regulation defines when an economic activity counts as environmentally sustainable, and the disclosure obligation attached to it follows the reporting scope. The Commission has introduced a materiality threshold, so that activities that are not significant in relation to turnover need not be assessed, and has simplified the criteria for demonstrating that an activity does no significant harm. Companies outside the scope may still find themselves supplying taxonomy data, because banks and investors need it for their own disclosure obligations under the sustainable finance rules, and increasingly build it into financing arrangements.
Sector legislation continues on its own track. Energy, transport, construction and agriculture each carry substantive environmental obligations that exist independently of any reporting duty, and the climate policy framework underlying them is set out in our discussion of the Dutch climate agreement. Employment and supply chain legislation adds another layer, including the new admission regime for temporary work agencies, under which agencies must be admitted before they may supply workers, with registration with the admission authority running from 1 November to 31 December 2026, entry into force on 1 January 2027 and enforcement from 1 January 2028. Hiring from an agency that has not been admitted will itself be sanctioned, which makes it a supply chain compliance question rather than a purely administrative one. The general framework of obligations is covered in our guide to regulatory compliance.
Litigation is not waiting for the directives
Dutch courts have been the most active in Europe in this field, and they are applying general private law rather than the sustainability directives. The best known example remains the climate case against Shell: the district court judgment of 2021 imposing a reduction obligation was set aside by the Gerechtshof Den Haag on 12 November 2024, but the court accepted that a company can owe a duty of care in relation to climate change, and the case has gone on to the Hoge Raad. That combination, no specific statutory reduction obligation but an acknowledged duty of care, is the position Dutch companies have to plan around.
Claims are brought by environmental organisations, by shareholders, by employees and trade unions, and increasingly by consumers complaining about sustainability claims. Our articles on how Dutch courts are shaping corporate responsibility and on activists suing multinationals set out the pattern, and the procedural framework is described in our overview of Dutch litigation law. The general principles governing exposure are set out in our note on liability in Dutch law.
Governance, supervision and enforcement
Responsibility for sustainability reporting sits with the board. Under the Dutch corporate governance framework the management board is charged with sustainable long-term value creation and the supervisory board oversees it, so the sustainability report is not something that can be delegated to a sustainability team and signed off unread. The consequences of that are practical: the board needs to be able to explain the materiality assessment, the data on which the disclosures rest, and the controls that produced them. The requirements applying to listed companies are set out in our guide to the Dutch corporate governance code, and the wider duties of directors in our overview of Dutch corporate law and our guide for entrepreneurs.
Supervision is divided. The Autoriteit Financiële Markten supervises the financial reporting of listed companies, which includes the sustainability information forming part of the management report, and it also supervises audit firms. The Autoriteit Consument en Markt acts against misleading environmental claims towards consumers. Assurance providers exercise a control of their own, because an adverse or qualified opinion on the sustainability statement is a public event with immediate consequences for the credibility of everything around it.
Enforcement is not limited to the supervisory authorities. Shareholders can raise the sustainability statement in the general meeting and, where there are proper grounds, through the enquiry procedure. Works councils have information rights. Contractual counterparties can act on representations made in a contract. And a report that overstates performance can found a claim by a competitor or a consumer organisation for misleading commercial practice. In practice the risk of an inaccurate report is spread across a wider range of parties than the risk of a late one.
What to do now
The right course depends on where you sit, and there are three positions.
If your company remains in scope, the work continues, with a longer runway. Use it to fix the foundations rather than to pause: the materiality assessment and its documentation, the data trail for the metrics that matter, the internal controls over sustainability data, and the alignment between what the report will say and what the company actually does. Involve the assurance provider early, because a discussion about evidence in the first quarter is far cheaper than a qualification in the fourth. Check the revised standards against your existing reporting rather than assuming that a shorter standard means your previous work carries over.
If your company has dropped out of scope, decide deliberately what to keep. Simply stopping is rarely the right answer, because the demand for the data does not come only from the directive: banks, insurers, large customers and tender procedures all ask for it, and the voluntary standard for smaller undertakings exists precisely to give a proportionate way of answering. Keeping a lighter version of the exercise, and being able to say why it is lighter, is a stronger position than having nothing to show. The starting point is knowing which duties actually bind you, which is the subject of our overview of the types of compliance a Dutch business faces.
If your company is a supplier to a reporting group, know the value chain cap and use it. Answer what the voluntary standard covers, decline what goes beyond it unless you are being paid or contracted to provide it, and check what your contracts already commit you to before the next questionnaire arrives.
All three positions share one requirement: whatever the company says publicly about its sustainability performance must be true, specific and supportable. That is the rule that applies to every business regardless of turnover, it is enforced by more parties than the reporting rules are, and it is the one most likely to cause a problem in the next two years.
How we can help
Law & More advises boards and companies on the scope and application of the CSRD and the due diligence directive after the Omnibus, on the drafting and review of sustainability statements and the claims they contain, on sustainability obligations in commercial contracts and financing arrangements, and on defending claims about environmental and social conduct. If you are unsure whether your company is still in scope, or what to keep doing if it is not, we are glad to work that through with you.
Frequently asked questions
The questions below cover the points Dutch companies raise most often about the reporting thresholds, the taxonomy, enforcement and supply chain due diligence.
What are the latest ESG compliance requirements for Dutch corporations?
Under the Omnibus I Directive, the Corporate Sustainability Reporting Directive (CSRD) applies only to companies that exceed both 1,000 employees and 450 million euro in net turnover, with the duty attaching to financial years beginning on or after 1 January 2027. This represents a significant reduction from previous requirements.
If your company falls within these thresholds, you must report using the European Sustainability Reporting Standards (ESRS). The standards have been revised and substantially shortened, and rely more heavily on the materiality assessment.
The focus has shifted towards quantitative data rather than narrative disclosures. Listed companies and large enterprises face reporting obligations from 2028 onwards.
You need to ensure your sustainability data collection systems are operational well before these deadlines. The new framework includes simplified materiality assessments and requires executive summaries.
Your reports must cover environmental, social, and governance factors relevant to your operations.
How does the EU’s taxonomy regulation affect Dutch companies’ reporting practices?
The EU Taxonomy Regulation requires you to disclose how much of your economic activities align with environmentally sustainable criteria. You must report the proportion of your turnover, capital expenditure, and operating expenditure that qualifies as taxonomy-aligned.
Your company needs to assess whether your activities meet the technical screening criteria for substantial contribution to environmental objectives. These include climate change mitigation, climate change adaptation, and protection of water and marine resources.
You must also demonstrate that your activities do not significantly harm any other environmental objectives. This “do no significant harm” principle applies across all taxonomy assessments.
Financial institutions face additional requirements to disclose the proportion of their lending and investment portfolios that finance taxonomy-aligned activities. This creates pressure throughout the value chain as banks request taxonomy data from their corporate clients.
What are the penalties for non-compliance with ESG standards in The Netherlands?
The Dutch Authority for the Financial Markets (AFM) oversees compliance with ESG reporting requirements. Non-compliance can result in administrative fines, enforcement actions, and mandatory corrections to published reports.
Your company may face scrutiny from multiple stakeholders including shareholders, accountants, employees, and trade unions. Dutch courts have increasingly held companies accountable for ESG claims, making compliance a legal mandate rather than voluntary practice.
The penalties vary based on the severity and duration of non-compliance. Repeated violations or intentional misreporting carry higher sanctions than inadvertent errors.
Beyond financial penalties, non-compliance damages your reputation and can affect your access to capital. Investors and lenders increasingly require robust ESG performance as a condition for financing.
Which sectors in the Dutch market are most impacted by the new ESG regulations?
Climate-critical sectors face the most significant impact from ESG regulations. Agriculture, manufacturing, and transport sectors will see only about 190 companies remain in scope under the new CSRD thresholds, down from 1,350 previously.
The financial sector experiences unique challenges. Banks must collect ESG data from their clients to meet supervisory requirements, even though many fewer companies are now obligated to report this data.
This creates a regulatory mismatch that banks must navigate. Energy-intensive industries face heightened scrutiny regarding emissions reporting and reduction targets.
If your company operates in these sectors, you need robust systems to track greenhouse gas emissions, energy consumption, and transition plans. Listed companies across all sectors must prepare for reporting requirements.
The obligations extend beyond environmental factors to include social metrics such as workforce diversity, labour practices, and community impact.
How should Dutch businesses align their strategies with the sustainable finance disclosure regulation (SFDR)?
Financial market participants must disclose how they integrate sustainability risks into investment decisions.
If your company provides financial products or services, you need to classify these according to SFDR categories.
Article 8 products promote environmental or social characteristics, whilst Article 9 products have sustainable investment as their objective.
You must clearly communicate which classification applies to your offerings.
Your strategy should include detailed disclosures about principal adverse impacts on sustainability factors.
This requires collecting data on various indicators related to environmental and social outcomes.
Non-financial companies face indirect effects through their relationships with financial institutions.
Banks and investors will request ESG data from you to fulfil their own SFDR obligations, even if you are not directly subject to the regulation.
What steps must Dutch companies take to demonstrate due diligence in their supply chains under ESG mandates?
You must identify and assess adverse impacts in your supply chain related to human rights and environmental harm. This requires mapping your suppliers and evaluating risks at each tier.
The new “value chain cap” limits the extent to which reporting companies can request ESG data from small third parties. These smaller suppliers now have a statutory right to refuse data requests in certain circumstances.
Your due diligence process should include prevention and mitigation measures for identified risks. You need documented policies and procedures showing how you address potential violations in your supply chain.
You must establish grievance mechanisms allowing affected stakeholders to raise concerns. Regular monitoring and reporting on due diligence efforts are essential components of compliance.
If your company sources from high-risk sectors or regions, enhanced due diligence measures are necessary. This includes on-site audits, third-party certifications, and ongoing monitoring systems.
