On January 13th 2025, the Dutch government submitted the CSRD implementation bill (Wet implementatie richtlijn duurzaamheidsrapportering) to the House of Representatives for consideration. The bill transposes the European Corporate Sustainability Reporting Directive (CSRD) into Dutch law.

The legislation introduces measures for implementing the CSRD's requirements on auditors, audit firms, and the public availability of sustainability reporting by listed companies. In a letter to Parliament, Minister of Finance Eelco Heinen outlined the changes and their implications. In another letter addressed to King Willem-Alexander, Minister Heinen elaborated on specific amendments made to ensure full compliance with the directive.

The 5 key changes introduced by the CSRD implementation bill

The implementation of the CSRD leads to amendments in various Dutch laws, including the Audit Firms Supervision Act (Wet toezicht accountantsorganisaties), the Financial Supervision Act (Wet op het financieel toezicht), the Dutch Civil Code, and several other statutes.

1. One-to-one transposition of the CSRD

The Dutch government has opted to transpose the European directive into national law on a one-to-one basis, avoiding additional national requirements. Minister Heinen emphasized that this approach \"ensures complete alignment with EU standards\" and provides consistency for businesses operating across member states. He added, \"By aligning with the existing framework for statutory audits of financial statements, we prevent unnecessary duplication and avoid extra regulatory pressure on businesses.\"

2. Broadening the definition of auditors

The bill adapts the definition of an auditor in the Financial Supervision Act. This change reflects the possibility that other EU member states may permit sustainability reports to be verified by independent assurance service providers, rather than traditional auditors. Minister Heinen noted in his letter to the King, \"This adjustment accommodates different practices across the EU while maintaining rigorous standards for assurance.\" The AFM has since published four guidelines for audit firms to support a robust approach to CSRD assurance, covering quality control systems, team competence, client understanding, and risk-based assurance procedures.

3. Registration of third-country auditors

The legislation introduces a provision allowing auditors from non-EU countries to register with the Dutch Authority for Financial Markets (AFM) to perform assurance engagements on sustainability reports. Minister Heinen highlighted this change as part of a broader effort to reflect \"the global nature of corporate reporting and the need for international cooperation.\" From FY 2027 onwards, CSRD assurance may also be performed by audit firms with a regular licence, not only PIE audit firms. This is relevant as the expanded scope under the Omnibus I Directive brings in companies that may not have existing PIE audit relationships.

4. Disciplinary measures for assurance work

The bill allows the professional conduct tribunal to suspend or revoke an auditor's registration for up to three years for issues related to assurance work on sustainability reports. This disciplinary measure is intended to ensure accountability and maintain high-quality assurance services. Companies preparing for CSRD assurance can refer to the ISSA 5000 standard, which sets the framework for limited assurance engagements on sustainability reports.

5. Temporary rules for auditor appointment extended

A temporary provision allowing supervisory boards or management boards to appoint auditors - when shareholders' meetings fail to do so - has been extended to include the 2025 financial year. Minister Heinen clarified, \"This measure provides flexibility for businesses as they adjust to the new requirements.\"

How the Omnibus Proposal has reshaped Dutch CSRD implementation

Since the bill was submitted, the EU's regulatory landscape has shifted significantly. The European Commission's Omnibus Proposal has now been formally adopted as the Omnibus I Directive (EU) 2026/470, which entered into force on March 18, 2026. Combined with the Stop-the-Clock Directive adopted in April 2025, these changes have fundamentally altered the scope and timeline of the CSRD for Dutch companies.

The key changes include:

• The employee threshold has been raised from 250 to 1,000 employees, combined with a EUR 450 million net annual turnover requirement. This dramatically reduces the number of Dutch companies in scope for full ESRS reporting from FY 2027 onwards.
• Reporting obligations for Wave 2 and Wave 3 companies have been delayed by two years.
• Member States have until March 19, 2027 to transpose the Omnibus I changes into national law.

The Dutch government has responded by amending the pending bill to incorporate both the Stop-the-Clock and Omnibus I changes. A legislative debate originally scheduled for March 2, 2026 was postponed because the amendment note could not be submitted in time.

Current status of the bill (March 2026)

As of March 2026, the CSRD implementation bill has not yet been passed into law. It remains pending in the Tweede Kamer (House of Representatives). The European Commission has opened an infringement procedure against the Netherlands, along with 16 other Member States, for failing to transpose the CSRD by the original July 6, 2024 deadline.

Despite the lack of formal transposition, most large listed Dutch companies voluntarily prepared CSRD-compliant sustainability reports for FY 2024. To address this gap, Minister Heinen proposed a repair clause (reparatieclausule) in February 2026, ensuring that companies and auditors who voluntarily complied before the law enters into force are deemed to have fulfilled their obligations retroactively.

The government has also announced its intention to grant advance exemptions for FY 2025 and FY 2026 to companies that will fall outside the new CSRD scope from FY 2027 onwards under the Omnibus I thresholds.

Updated CSRD timeline for Dutch companies

The revised timeline, incorporating the Stop-the-Clock Directive and Omnibus I, is as follows:

• Wave 1 (large PIEs already under NFRD): Report for FY 2024 (unchanged) - reports due in 2025
• Wave 2 (companies with >1,000 employees AND >EUR 450M turnover): Report for FY 2027 (delayed from FY 2025) - reports due in 2028
• Wave 3 (listed SMEs): Report for FY 2028 (delayed from FY 2026) - reports due in 2029

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Balancing compliance and reducing burden on businesses

Minister Heinen stressed that the government aims to implement the CSRD in a way that minimizes the administrative burden for businesses, particularly small and medium-sized enterprises (SMEs). \"We have made use of the flexibility within the directive to limit additional obligations for companies,\" he stated in his letter to Parliament.

Where possible, the CSRD requirements have been integrated with existing regulations for statutory audits. According to the minister, this approach \"ensures that we remain consistent with the current system, avoiding unnecessary complications for businesses while fostering transparency in sustainability reporting.\"

In addition to legislative measures, the government is working with various organizations to support businesses, especially SMEs within the supply chains of reporting entities. \"These initiatives are vital to ensure the entire value chain is prepared for the transition to sustainability reporting,\" Heinen added.

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