Integrating Sustainability: Luxembourg's Legal Advancements with the CSRD

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On the 2nd of April, a pivotal legislative proposal, bill of law number 8370, was introduced in the Luxembourg Parliament to transpose the Corporate Sustainability Reporting Directive (CSRD) into national law. The CSRD will now extend the scope of application of non-financial reporting and aims to improve the quality, comparability and reliability of sustainability information disclosed by certain EU and non-EU companies who have significant activities in the EU.

Implications for National Laws

The bill of law proposes to amend several laws that regulate the accounting and reporting obligations of different types of companies, such as the law of 19 December 2002 on the trade and companies register, the law of 10 August 1915 on commercial companies, the law of 17 June 1992 on the accounts of credit institutions, and the law of 8 December 1994 on the annual and consolidated accounts of insurance and reinsurance companies. Amendments to the law of 23 July 2016 on the audit profession and the law of 11 January 2008 on the transparency requirements for issuers are also foreseen.

Gradual Implementation Strategy

The CSRD will apply to a large number of companies and groups, depending on their size and market presence. The bill of law adopts a phased approach to the CSRD's implementation, detailed as follows:

Covered Entities Criteria Implementation Date

Large listed companies (including non-UE companies)

Listed parent companies of a large group (including non-UE companies)

Exceed at least 2 of the 3 following criteria:

  • €25M balance sheet
  • €50M net turnover
  • 500 employees
As from 2025 (for financial year starting on or after 1 January 2024)

Large listed and non-listed companies (including non-EU listed companies)

Listed and non-listed parent companies of a large group (including non-UE listed companies)

Exceed at least 2 of the 3 following criteria:

  • €25M balance sheet
  • €50M net turnover
  • 250 employees
As from 2026 (for financial year starting on or after 1 January 2025)

Listed SMEs (including non-EU companies)

Small and non-complex credit institutions that are large listed or non-listed companies or listed SMEs (including non-UE listed companies)

Captive insurance undertakings that are large listed or non-listed companies or listed SMEs (including non-EU listed companies)

Do not exceed 2 of the 3 following criteria:

  • €25M balance sheet
  • €50M net turnover
  • 250 employees
As from 2027 (for financial year starting on or after 1 January 2026)
Non-EU companies having EU subsidiaries or branches
  • Generate a turnover of more than €150M in the EU, and
  • Have either:

a. an EU subsidiary which is a large company or a listed SME, or

b. an EU branch generating a net turnover of more than €40M in the EU

As from 2029 (for financial year starting on or after 1 January 2028)

Closing Remarks and Contact Information

The Luxembourg legislator needs to implement CSRD into its national law by 6 July 2024. We will keep you informed of the developments concerning this bill of law.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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