An increase in the number of companies directly concerned by sustainability reporting
Non-financial reporting obligations only applied to large companies with over 500 employees,4 exceeding certain balance sheet and revenue thresholds5. Following the transposition of the CSRD, these thresholds will be lowered to include any company with more than 250 employees and exceeding certain balance sheet totals and revenues thresholds.
While the transposition into French law incorporates the new CSRD definitions6 (i.e., "micro- undertaking", "small undertaking", "medium-sized undertaking" and "large undertaking"), the decree defining the thresholds has not yet been published. As a result, the personal scope of this reporting is not yet definitive. Nevertheless, these definitions harmonize and align ESG obligations within the French Commercial Code.
In addition, this transposition extends the scope of sustainability reporting to limited liability companies (sociétés à responsabilité limitée or SARL)7 and simplified joint stock companies (sociétés par action simplifiée or SASs)8, previously excluded.
In addition, under the terms of the CSRD, sustainability reporting obligations also apply to large European groups9 and foreign groups with a significant presence in the European Union.10
Gradual implementation
The transposition order indicated that sustainable reporting obligations will gradually come into force, in accordance with the terms of the CSRD. As a reminder, according to the CSRD, entities subject to these obligations will have to publish their first report as follows:
| Company category |
Reference year |
First reporting |
| Large companies already subject to the DPEF |
FY 2024 |
2025 |
| Other large companies |
FY 2025 |
2026 |
| SMEs listed on a European regulated market, excluding micro-undertakings |
FY 2026 |
2027 |
| Foreign groups |
FY 2028 |
2029 |
Sustainability report
The sustainability report that companies must publish must figure in a separate section of the management report.11
Under the CSRD, companies must publish their extra-financial data in accordance with:
- The principle of double materiality, i.e., reflecting both the impact of the company's activity on sustainability issues and the impact of these issues on the company.
- European Sustainability Reporting Standards (ESRS), which will harmonize reports and facilitate their analysis. To date, only twelve ESRS have been published.
A forthcoming decree will specify the elements, information that needs to be provided and presentation standards of the report.
Sustainability information audit
Once the sustainability report has been drawn up, companies must have the information contained in their sustainability report certified by an "auditor" specialized in sustainability issues. This auditor, appointed by the general meeting,12 may be a statutory auditor or an accredited independent third-party body, such as an authorized accountant or lawyer.
A company director who fails to have the information certified, or who hinders such certification, may be subject to criminal penalties of up to five years of imprisonment and a fine of up to EUR 75,000.13
In addition, while auditors are bound by professional secrecy,14 they are under an obligation to notify the public prosecutor of any criminal acts of which they become aware, subject to criminal sanctions,15 an obligation statutory auditors are already familiar with for financial reporting.
Unsurprisingly, the transposition of the CSRD modifies the statutory auditors' practice regime to include the audit of sustainability information, and creates specific provisions for "sustainability information auditors".16
Click here to read the French version.
1 Order no. 2023-1142 of 6 December 2023, published in the Journal Officiel de la République Française on 7 December 2023, text 19.
2 Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022.
3 Directive (EU) 2014/95 of the European Parliament and of the Council of 22 October 2014.
4 Articles L.225-102-1 and L.22-10-36 of the French Commercial Code.
5 For listed companies: with balance sheet or sales in excess of 20 million euros (article R.22-10-29 of the French Commercial Code); For unlisted companies: with balance sheet or sales in excess of 100 million euros (article R.225-104 of the French Commercial Code).
6 Article 7 of Ordinance no. 2023-1142 of 6 December 2023 creating the new article L.230-1 of the French Commercial Code.
7 Article 3 of Ordinance no. 2023-1142 of 6 December 2023 amending article L.223-26 of the French Commercial Code.
8 Article 8 of Ordinance no. 2023-1142 of 6 December 2023 creating the new article L.232-6-3 of the French Commercial Code.
9 Article 29a of the CSRD and Article 9 of Ordinance no. 2023-1142 of 6 December 2023 creating the new article L.233-28-4 of the French Commercial Code.
10 Article 40a of the CSRD and Article 9 of Ordinance no. 2023-1142 of 6 December 2023 creating the new article L. 233-28-5 of the French Commercial Code.
11 Article 8 of Ordinance no. 2023-1142 of 6 December 2023 creating new articles L.232-6-3 and L.233-28-4 of the French Commercial Code.
12 Article 19 of Ordinance no. 2023-1142 of 6 December 2023 creating the new article L.822-16 of the French Commercial Code.
13 Article 19 of Ordinance no. 2023-1142 of 6 December 2023 creating the new article L.822-40 of the French Commercial Code.
14 Article 19 of Ordinance no. 2023-1142 of 6 December 2023 creating the new article L.822-2 of the French Commercial Code.
15 Article 19 of Ordinance no. 2023-1142 of 6 December 2023 creating the new article L.822-43 of the French Commercial Code.
16 Article 19 of Ordinance no. 2023-1142 of 6 December 2023 creating new articles L.822-1 et seq. of the French Commercial Code.
