Statement:
Draft Bill for a CSRD Implementation Law

In a letter dated July 18, 2025, the WPK submitted its comments to the Federal Ministry of Justice and Consumer Protection on its draft bill for a law implementing Directive (EU) 2022/2464 on corporate sustainability reporting, as amended by Directive (EU) 2025/794 (CSRD Implementation Act).

As the current draft bill contains only a few differences from the government draft from 2024 (BT-Drs. 20/12787) (see below), the WPK's comments are also based on the comments submitted in 2024 (“New on WPK.de” dated October 1, 2024).

Additions to the WPK's statement from 2024

• The WPK suggests adding to Section 322 (6) HGB-E to make sure that the auditor doesn't have to give an opinion on the sustainability report that will be included in the management report in the future.
• The criminal liability for violating the reporting obligation has been slightly adjusted. The criminal liability of the sustainability auditor is now no more extensive than that of the auditor. However, the regulations are still unequal. For example, false statements regarding unqualified and qualified audit opinions (Section 324i (4) sentence 1, (5) sentence 1 no. 1 HGB-E) are to be punishable, but not the issuance of an audit opinion with incorrect content.
• In addition, the WPK points out a number of uncertainties arising from the delayed implementation of the directive in Germany. This concerns the experience in sustainability reporting that auditors for quality control are required to have by December 31, 2025, which, due to the delays, cannot be available at that time. It is also unclear how to deal with exam candidates who are still taking their exams on December 31, 2025, i.e., who are not covered by the grandfather clause. In addition, a longer transitional arrangement is needed for the initial quality control of practices that audit sustainability reports.

Significant changes in the draft bill compared to the government draft from 2024

Art. 1 (HGB)

The following sentence has been added to Section 324i (5) sentence 4-new HGB-E: “A qualified audit opinion may only be issued if the audited sustainability report or group sustainability report, taking into account the limitations imposed by the auditor of the sustainability report, which are recognizable in their scope, provides a picture of the sustainability aspects to be disclosed in accordance with the statutory provisions that essentially corresponds to the actual circumstances.”

Art. 2 (EGHGB)

Art. 96 (1) EGHGB: The reporting obligations were postponed by one year for companies in the “first wave” due to the failure to implement the CSRD on time.

Art. 96 (2) EGHGB: The obligation to conduct a sustainability audit was also postponed by one year if no auditor other than the statutory auditor is appointed.

Art. 96 (3), (4) EGHGB: This took into account the implementation of the so-called “stop the clock” directive, i.e., the postponement of the reporting obligations of companies in the “second and third waves” by two years each. The directive must be implemented by December 31, 2025.

In Art. 96 (8) EGHGB, the following sentence was added: “Companies that employ no more than 1,000 employees on average over the year are not required to apply the provisions referred to in paragraph 1 to individual financial statements for financial years beginning before January 1, 2027.” In this respect (but not beyond), the EU Commission's Omnibus I proposal (2025/045 (COD)), which has not yet been adopted, was taken into account. In this way, the BMJV wants to avoid companies with 500 to 1,000 employees having to prepare a sustainability report for another two years, even though it is intended to abolish this obligation after that.

The aforementioned changes also apply to consolidated financial statements in accordance with Art. 97 EGHGB-E.

The new Art. 100 concerns municipal companies that, according to their articles of association, prepare annual financial statements and management reports in accordance with the HGB regulations for large corporations. The planned HGB amendments could also indirectly make such companies subject to sustainability reporting requirements. In order to enable the municipalities concerned to amend their municipal laws, a transitional provision has been created until January 1, 2027.

Art. 23 (WPO)

§ 3 WPO: The provision on professional establishment has been removed as it is to be revised in the Act on the Modernization of Professional Law for WP/vBP.

§ 57 (4) No. 1 m) WPO-E created a basis for authorisation to regulate the type, scope and proof of the special continuing education obligation under § 13d (3) WPO-E in the professional regulations for auditors and certified public accountants. This had been requested by the WPK.

§ 57e (2) WPO-E: The amendment contained in the previous government draft, which stated that the Quality Control Commission could also order a combination of conditions and special audits, is no longer included here.

Section 62 (4) WPO-E has been added. According to this, WP/vBP must submit to APAS annually a list of the PIE companies they have audited for sustainability in the past year and a list of the fees they have earned from this.

The provisions of the WiPrPrüfV (Art. 27) and WPAnrV (Art. 28) remain unchanged.