Article 2 is the centre of the rule. It raises the scope threshold, caps what a reporting company may ask of its value chain, rewrites the omission conditions, changes the group options, and adjusts assurance and third-country reporting.
The article makes fourteen changes to the Accounting Directive. The scope change sits in Article 19a(1) and Article 29a(1): an undertaking, or a group on a consolidated basis, must report only where it exceeds both a net turnover of EUR 450 million and an average of 1,000 employees during the financial year, measured at the balance sheet date. Article 19(1) adds a key intangible resources narrative for the same population. Article 1(3) extends the coordination measures to undertakings above the same two figures, regardless of legal form.
The value chain provisions are new. Article 19a(3) and 29a(3) define a reporting undertaking and a protected undertaking. A protected undertaking has no more than 1,000 employees on average in the preceding financial year and is in the value chain of a reporting undertaking. The reporting undertaking may rely on a self-declaration of protected status and need not verify it, unless it knows or should reasonably know that the declaration is manifestly incorrect. A protected undertaking may decline to give information beyond the voluntary standards. A reporting undertaking must not require more than those standards through a contract, and a contrary contractual term is not binding. Where a request exceeds the voluntary standards, the reporting undertaking must tell the protected undertaking which items exceed them and that it has a right to decline. A reporting undertaking that stays within the voluntary standards is deemed to have met the value chain reporting duty. For the first three years, an undertaking with incomplete value chain information must explain its efforts, the reasons and its plan. After that, it must use directly obtained information or estimates.
The omission conditions are rewritten. An undertaking may leave out information in four situations: exceptional commercial prejudice, trade secrets in intellectual capital or innovation, classified information, and other information protected by Union or national law or by privacy or security. Each has conditions. The commercial-prejudice route requires that the omission does not prevent a fair and balanced understanding, that aggregated disclosure has been considered, that the fact of the omission is disclosed, and that the position is reassessed at each reporting date. The other three require the fact of the omission and a reassessment.
The group provisions change. A parent may exclude an acquired, merged or departing subsidiary in the year of the change, with a note on significant events (Article 29a(4a)). A financial holding undertaking whose subsidiaries are operationally independent may choose not to include consolidated sustainability information (Article 29a(7a)). The subsidiary exemption now also covers public-interest entities (Article 19a(10) and 29a(9)), and the old paragraphs 6 and 7 of Article 19a are deleted.
Article 29b is adjusted to require understandable, relevant, verifiable, comparable and faithfully represented information, to avoid a disproportionate burden, and to prioritise quantitative disclosure. Article 29c is deleted. A new Article 29ca requires voluntary standards by 19 July 2026 for undertakings with no more than 1,000 employees, based on Commission Recommendation (EU) 2025/1710, reviewed at least every four years. Article 29d replaces the single electronic format provision and defers mark-up until the tagging rules are adopted. A new chapter 6c creates a digital portal (Article 29e) and a report on technological solutions by 19 March 2028 (Article 29f). Article 33(1) makes the board collectively responsible, with a national option on the electronic format. Article 34(1)(aa) sets the limited assurance opinion, and new Article 34(2a) protects the value chain right to decline. Article 40a raises the third-country thresholds. Article 49 adjusts the delegated powers.
Why it matters
This is where the buyer's scope, statement content, value chain requests, omissions and assurance all come from. A company that reads only the headline threshold will miss the value chain cap, which changes what it may ask its suppliers, and the omission register, which changes what it must document when it withholds something.
Dates
Transposition is due by 19 March 2027 (Article 5(1)). The voluntary standards were due by 19 July 2026 (Article 29ca(1)). The report on technological solutions is due by 19 March 2028 (Article 29f). The scope threshold applies from financial years starting on or after 1 January 2027.
What to do
- Run the two-figure scope test at the balance sheet date and write down the source of each figure.
- Rewrite supplier requests so that no request to a protected undertaking exceeds the voluntary standards, and add the statutory right to decline.
- Open an omission register with the ground, the alternative disclosure considered and the reassessment date.
The duty records in Article 2
| Code | Duty | Citation |
|---|---|---|
A2-10 | Perimeter change option | Article 2(5)(c), inserting Article 29a(4a) of Directive 2013/34/EU |
A2-11 | Financial holding option | Article 2(5)(d), inserting Article 29a(7a) of Directive 2013/34/EU |
A2-13 | Electronic format | Article 2(9), replacing Article 29d of Directive 2013/34/EU |
A2-15 | Collective responsibility | Article 2(11), replacing Article 33(1) of Directive 2013/34/EU |
A2-16 | Limited assurance | Article 2(12)(a) and (b), amending Article 34(1)(aa) and inserting Article 34(2a) of Directive 2013/34/EU |
A2-17 | Third-country subsidiaries | Article 2(13), amending Article 40a(1) of Directive 2013/34/EU |
A2-2 | Key intangible resources | Article 2(3), replacing the fourth subparagraph of Article 19(1) of Directive 2013/34/EU |
A2-3 | Individual statement threshold | Article 2(4)(a), replacing the first subparagraph of Article 19a(1) of Directive 2013/34/EU |
A2-4 | Value chain cap | Article 2(4)(b)(i), amending Article 19a(3) of Directive 2013/34/EU |
A2-5 | Value chain transition | Article 2(4)(b)(i), final subparagraph of Article 19a(3) of Directive 2013/34/EU |
A2-6 | Omission conditions | Article 2(4)(b)(iii), replacing the fourth subparagraph of Article 19a(3) of Directive 2013/34/EU |
A2-7 | Subsidiary exemption | Article 2(4)(c) and (d), and Article 2(5)(e), amending Articles 19a and 29a of Directive 2013/34/EU |
A2-8 | Consolidated statement threshold | Article 2(5)(a), replacing the first subparagraph of Article 29a(1) of Directive 2013/34/EU |
A2-9 | Group value chain cap | Article 2(5)(b)(i) and (iii), amending Article 29a(3) of Directive 2013/34/EU |
Source
Article 2, amending Directive 2013/34/EU, Directive (EU) 2026/470, OJ L 2026/470, 26 February 2026. Our statement, not the instrument verbatim.
Not legal advice; does not certify. A reading of the article and the duties inside it, not a substitute for the Official Journal text or the national transposing measure.