The European Commission's Omnibus I directive (Directive (EU) 2026/470, published 26 February 2026 and in force as of 18 March 2026) significantly narrows the scope of the Corporate Sustainability Reporting Directive (CSRD), raising the employee and turnover thresholds so that a large number of companies previously expecting to report will no longer be required to do so. For companies operating in Germany, the revised thresholds change the compliance picture materially – but German law has not yet been amended, and the transposition deadline runs until 19 March 2027, meaning the legal landscape remains in transition. If your company or group is in Germany, you need to reassess your in-scope status now rather than waiting for national implementation.
What Omnibus I Changed – and When
Omnibus I forms part of the Commission's broader effort to reduce administrative burdens on European businesses. For CSRD purposes, the directive replaces the earlier, wider scope with a materially higher set of thresholds. Under the revised rules:
- EU undertakings are in scope only if they exceed 1,000 employees and EUR 450 million net turnover.
- Non-EU parent groups are in scope only if they generate more than EUR 450 million in EU turnover and have an EU subsidiary or branch with a net turnover above EUR 200 million.
- The directive entered into force on 18 March 2026. Member States must transpose the CSRD amendments into national law by 19 March 2027.
- Separately, CSDDD amendments under the same Omnibus package must be transposed by 26 July 2028.
- The Commission is also mandated to revise the European Sustainability Reporting Standards (ESRS) by delegated act, though the timing of that revision is not yet fixed.
Germany has not yet enacted transposing legislation. Until it does, companies and their advisers must work with the directive's requirements, the existing German statutory framework, and the positions being developed by regulators including BaFin and the relevant Handelsregister authorities. The interaction between EU-level changes and pending national rules creates genuine compliance uncertainty that careful planning can help manage.
If you are reassessing your group's CSRD exposure in Germany and would like a structured analysis of your current position under both the directive and interim national rules, our team is available to assist. Please write to info@ferrazwhitmore.com or visit our contacts page.
Who Is – and Is Not – Still In Scope in Germany
The practical effect of the new thresholds is that many mid-sized companies that had begun preparing for CSRD reporting will find themselves outside scope under Omnibus I. At the same time, the largest EU undertakings and significant non-EU groups with a substantial German or EU presence remain subject to the framework. The following categories warrant immediate attention:
- Large German GmbH or AG entities that previously met the lower CSRD thresholds but fall below 1,000 employees or EUR 450 million turnover are likely out of scope under the revised directive – subject to how Germany implements the transposition.
- Non-EU parent groups with German subsidiaries should re-examine whether the German entity alone, or in combination with other EU operations, crosses the EUR 200 million branch/subsidiary threshold and the EUR 450 million EU-wide turnover threshold simultaneously.
- Holding companies structured for beneficial ownership or corporate governance purposes should review how consolidation rules apply to their German operations, particularly where group turnover is spread across multiple EU jurisdictions.
- Companies that underwent company re-domiciliation to or from Germany in recent years should confirm which consolidated group figures are now attributed to the EU perimeter for the non-EU parent test.
- Entities previously in scope under a wave-based timetable that have not yet started reporting should take particular care: the transposition process may alter or remove their reporting obligation entirely, but acting on that assumption before national implementation is confirmed carries its own risk.
It is also important to note that even companies exiting CSRD scope may retain disclosure obligations under other instruments – including sector-specific requirements administered by BaFin, group-level reporting driven by a parent in a different jurisdiction, or contractual sustainability covenants agreed with lenders or institutional investors.
The CSDDD Dimension
Omnibus I does not operate in isolation. The same legislative package addresses the Corporate Sustainability Due Diligence Directive (CSDDD), with transposition of the CSDDD amendments required by 26 July 2028. Companies reassessing their CSRD position should simultaneously review their CSDDD due diligence obligations, since scope definitions across the two instruments are related but not identical. The pending revision of the ESRS by delegated act adds a further layer of uncertainty for those who remain in scope and are designing or updating their reporting infrastructure.
For a detailed examination of how the Omnibus changes interact with supply chain due diligence obligations in Germany, our guide on CSDDD and Omnibus due diligence in Germany sets out the current framework and key open questions.
Immediate Action Items for International Companies
Given that German transposing legislation is expected by 19 March 2027 but has not yet been enacted, the window between now and that deadline is the right time to act. We recommend that international companies with German operations take the following steps:
- Re-map your group structure against the revised thresholds. Confirm whether your German entity and its consolidated group cross the 1,000-employee and EUR 450 million turnover tests, and whether the non-EU parent thresholds apply to your situation. Document the analysis clearly.
- Do not prematurely halt reporting preparations. Until Germany transposes Omnibus I, the legal baseline remains in transition. Companies that abandon CSRD readiness work entirely before national rules are confirmed risk being caught unprepared if the national implementation introduces transitional provisions or differs in scope.
- Review contracts and financing agreements. Sustainability-linked covenants in loan agreements, supply chain contracts, and investor term sheets may impose CSRD-aligned disclosure obligations independently of statutory scope. Identify and address any contractual gap.
- Engage your Handelsregister filings and corporate governance framework. Changes in reporting scope may have knock-on effects for annual report content, supervisory board responsibilities, and disclosure obligations under German corporate law. Coordinate legal and compliance teams accordingly.
- Monitor BaFin guidance and the Commission's ESRS delegated act. Regulatory positions are evolving. Establish a monitoring process so that your compliance posture updates automatically when binding national or EU-level guidance is published.
Our corporate law team in Germany advises companies at every stage of this process – from initial threshold analysis and group structure review through to implementation of revised reporting frameworks. To discuss your situation, please reach out at info@ferrazwhitmore.com or visit our contacts page.
Tax and Structural Considerations
For some groups, a reassessment of CSRD scope will prompt a broader review of how the German holding or operating entity fits within the wider group architecture. Where that review touches on questions of substance, beneficial ownership transparency, or the tax treatment of intra-group arrangements in Germany, it is advisable to address corporate and tax dimensions together rather than in sequence. The interaction between corporate governance obligations, Mahnverfahren-related procedural risks, and the group's overall German tax position can create dependencies that are easier to manage when viewed as a whole.
Our tax law practice in Germany works alongside our corporate team on cross-disciplinary reviews of this kind.
Looking Ahead
Omnibus I represents one of the most significant recalibrations of the EU sustainability reporting framework since CSRD was adopted. The direction of travel – towards a tighter, more targeted scope – is now clear at the EU level. What remains uncertain is the precise shape of German national implementation, the content of the revised ESRS once the Commission's delegated act is published, and how supervisory authorities including BaFin will apply the new rules in practice.
Companies that use the transposition period actively – to confirm their scope position, stress-test their contracts, and align their governance frameworks – will be better placed than those who wait for final national rules before acting. The 19 March 2027 transposition deadline is a target for member states, not a safe harbour for companies that have taken no preparatory steps.
For a confidential review of your company's position under the Omnibus I changes in Germany, please contact Ferraz & Whitmore at info@ferrazwhitmore.com or through our contacts page.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.