S.I. No. 309/2025 - European Union (Corporate Sustainability Reporting) Regulations 2025

Notice of the making of this Statutory Instrument was published in

“Iris Oifigiúil” of 11th July, 2025.

I, PETER BURKE, Minister for Enterprise, Tourism and Employment, in exercise of the powers conferred on me by section 3 of the European Communities Act 1972 (No. 27 of 1972) and for the purpose of giving effect to Article 1 of Directive (EU) 2025/794 of the European Parliament and of the Council of 14 April 2025¹ amending Directives (EU) 2022/2464 and (EU) 2024/1760 as regards the dates from which Member States are to apply certain corporate sustainability reporting and due diligence requirements, and giving further effect to Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022² , hereby make the following regulations:

1. These Regulations may be cited as the European Union (Corporate Sustainability Reporting) Regulations 2025.

2. In these Regulations, “Principal Act” means the Companies Act 2014 (No. 38 of 2014).

3. Section 1585 of the Principal Act is amended, in subsection (1), in the definition of “net turnover”, by the substitution of the following paragraph for paragraph (a):

“(a) subject to paragraphs (b), (c) and (d), means the amounts of revenue derived from the provision of goods and services falling within the company’s ordinary activities, after deduction of –

(i) trade discounts,

(ii) value-added tax, and

(iii) any other taxes based on the amounts so derived,”.

4. Section 1586 of the Principal Act is amended by the insertion of the following subsections after subsection (3):

“(4) For the purposes of this Part –

(a) a company shall not be deemed to be a large company under section 280H solely by virtue of the company or, in the case of a holding company, a member of the group being an ineligible entity, and

(b) in determining whether a company qualifies as a company referred to in either paragraph (a) or (b)(i) of the definition of ‘applicable company’, sections 280A(4)(b), 280B(5), 280D(3)(a) and (4), 280F(4)(b) and 280G(5) shall not apply.

(5) In subsection (4), ‘ineligible entity’ means an undertaking that falls within the definition of ‘ineligible entities’ in section 275, 1116A, 1267A or 1400A.”.

5. Section 1587 of the Principal Act is amended, in subsection (1) –

(a) by the substitution, in paragraph (b), of “1 January 2027” for “1 January 2025”,

and

(b) by the substitution, in paragraph (c), of “1 January 2028” for “1 January 2026”.

6. Section 1592 of the Principal Act is amended by the deletion of subsection (3).

7. Section 1594 of the Principal Act is amended, in subsection (1), by the substitution of the following paragraph for paragraph (a):

“(a) the applicable company and its subsidiary undertakings (if any) are included in –

(i) the group directors’ report of a holding company drawn up in accordance with Part 6 and this Part, or

(ii) where the applicable company is a subsidiary of a holding undertaking that is subject to the provisions implementing the Accounting Directive in a Member State other than the State, the consolidated management report of the holding undertaking drawn up in accordance with Articles 29 and 29a of the Accounting Directive,

and”.

8. Section 1598 of the Principal Act is amended, in subsection (1), by the substitution of the following paragraph for paragraph (a):

“(a) the applicable holding company and its subsidiaries are included in –

(i) the group directors’ report of that other undertaking drawn up in accordance with Part 6 and this Part, or

(ii) where the applicable holding company is a subsidiary of another undertaking that is subject to the provisions implementing the Accounting Directive in a Member State other than the State, the consolidated management report of that other undertaking drawn up in accordance with Articles 29 and 29a of the Accounting Directive,

and”.

9. Section 1602 of the Principal Act is amended, in subsection (1) –

(a) in the definition of “applicable branch”, by the substitution, in paragraph (c)(i), of “or is a subsidiary whose ultimate parent undertaking is a third-country undertaking” for “or is a subsidiary of another third-country undertaking”,

(b) by the substitution of the following definition for the definition of “applicable subsidiary”:

“ ‘applicable subsidiary’ means a subsidiary undertaking –

(a) that, in relation to a financial year, is an applicable company, and

(b) whose ultimate parent undertaking is a third-country undertaking which, at its group level, generated a net turnover of more than €150 million in the European Union for each of the preceding two consecutive financial years;”,

and

(c) by the insertion of the following definition:

“ ‘ultimate parent undertaking’, in relation to a subsidiary, means the holding undertaking or holding company of the subsidiary that itself is not a subsidiary of a holding company or holding undertaking.”.

10. Section 1603 of the Principal Act is amended, in subsection (1), by the substitution of “An applicable subsidiary whose ultimate parent undertaking is a third-country undertaking” for “An applicable subsidiary of a third-country undertaking”.

11. Regulation 3A of the Transparency (Directive 2004/109/EC) Regulations 2007 (No. 277 of 2007) is amended, in paragraph (1) –

(a) by the substitution, in subparagraph (b), of “1 January 2027” for “1 January 2025”, and

(b) by the substitution, in subparagraph (c), of “1 January 2028” for “1 January 2026”.

GIVEN under my Official Seal,

7 July, 2025.

PETER BURKE,

Minister for Enterprise, Tourism and Employment.

EXPLANATORY NOTE

(This note is not part of the Instrument and does not purport to be a legal interpretation.)

These Regulations make amendments further to the European Union (Corporate Sustainability Reporting) Regulations 2024 (S.I. No. 336/2024), and transpose Article 1 of Directive EU 2025/794 as regards the dates from which certain corporate sustainability reporting requirements apply.

1 OJ L, 2025/794, 16.4.2025

2 OJ No. L 322, 16.12.2022, p. 15